Preliminary Results

Genus PLC 20 September 2006 FOR IMMEDIATE RELEASE 20 September 2006 GENUS plc Preliminary Results for the fifteen months ended 30 June 2006 Genus plc, the world leading animal genetics company, which has changed its year end to 30 June, announces its results for the fifteen months to 30 June 2006. 2006 2005 Restated for FRS17 and FRS21 (15 months) (12 months) Highlights (Adjusted)* Operating profit from Continuing £22.3m £10.4m Operations Profit before tax from Continuing Operations £16.4m £7.5m Earnings (note 6) £11.3m £6.9m Basic EPS (note 6) 25.0p 19.0p Highlights (Statutory) Group turnover £287.2m £183.2m Operating profit £8.7m £9.2m Exceptional items, goodwill amortisation and discontinued operations losses £15.5m £1.7m Profit before tax £2.8m £8.1m Earnings £(0.3)m £5.9m Basic EPS (0.6)p 16.3p Dividend per share 8.25p 7.5p *Before exceptional items and goodwill amortisation Direct comparisons of the results for the 15 month period to 30 June 2006 with the prior year are distorted by the extended 15 month reporting period and the Sygen acquisition part way through the period. The following unaudited proforma comparison of the 12 month period ended 30 June 2006 is provided. 12 months ended 12 months ended 30 June 2006 30 June 2005 Highlights (proforma)** Turnover £267.5m £247.0m Operating profit £24.0m £17.2m **Continuing operations before shrimp business. See Finance Director's Review for basis of preparation • Group - Operating profit* from continuing operations increased by £11.9m (114%) to £22.3m (2005: £10.4m) - £6m annualised synergies achieved from Sygen acquisition in year one against original expectations of £3m . - Adjusted basic EPS of 25.0p (2005: 19.0p) - Net debt reduced to £117m at period end - better than plan - Dividend increased by 10% to 8.25p reflecting Board's confidence in the Enlarged Group's prospects. • Bovine Genetics Division - Operating profit* increased to £13.0m (2005: £10.3m) - New Genus bull, called Bolton, ranked No.1 by US Dairy Association. • Porcine Genetics Division - Operating profit* was £11.8m compared with £8.1m in the equivalent prior year period Commenting on prospects Richard Wood, Chief Executive, said: 'We have achieved a momentous change for Genus and have produced record results from our continuing operations. The Sygen acquisition has brought together the market leader in bovine genetics with the market leader in porcine genetics, to create a multi-species company with a broad international spread of business and added research opportunities across more species. As a result, Genus is now firmly positioned as the world's leading animal genetics company. The integration of Sygen is going well. The synergies being achieved are exceeding our initial expectations and we are ahead of plan. The original Genus businesses have produced strong results and we have made good progress with our business strategy by selling three non-core businesses. We view the Group's prospects positively. With the new opportunities we have created for the enlarged group, we are looking forward to the year ahead optimistically.' For further information please contact: Genus plc Tel: 01256 347 100 Richard Wood Chief Executive David Timmins Finance Director Buchanan Communications Tel: 020 7466 5000 Charles Ryland Suzanne Brocks Chairman's Statement The 15 month period to 30 June 2006 was one of momentous change and strong financial results for Genus. The successful acquisition of Sygen International plc ('Sygen') in December 2005 and the strong performance of the historical Genus businesses has positioned Genus as the world's leading animal genetics company. The acquisition of Sygen has brought together the market leader in bovine genetics with the market leader in porcine genetics to create a multi-species company, with added research opportunities and a broad international spread business. The two businesses are being integrated successfully, ahead of plan and realising synergies which have exceeded expectations. Similarly, net debt has been reduced beyond our initial expectations. The Board has decided to divest the loss making shrimp business and non-core businesses to concentrate Genus' resources and investment on its core bovine and porcine businesses. This strategy will also hasten the reduction in net debt and will drive the opportunity to introduce further species in due course. Group Performance It is unusual to be reporting on a 15 month period and direct comparisons with the prior year are distorted by the extended 15 month reporting period and the Sygen acquisition within the period. Certain comparisons are therefore given in this Statement on an unaudited proforma basis. Group turnover on continuing operations for the period to June 2006 was £244.5m (year ended 31 March 2005 ('2005' or 'prior year'): £113.9m) with Group operating profit from continuing operations being, £22.3m before exceptional items and goodwill amortisation (2005: £10.4m). However, profit before tax was reduced to £2.8m (2005: £8.1m) due to exceptional items and amortisation of goodwill arising from the Sygen acquisition in addition to a higher interest charge of £6.6m. This reflected the increased level of debt required to fund the acquisition of Sygen and was partially offset by gains on property divestments of £1.9m. Adjusted earnings after tax (before exceptional items and amortisation of goodwill) was £11.3m (2005: £6.9m) resulting in adjusted basic earnings per share increasing to 25.0p (2005: 19.0p) (note 6). In the three month period ended 30 June 2006, operating profit from Continuing Operations, including joint ventures, amounted to £5.7m. On an unaudited proforma basis for the 12 months ended 30 June 2006, turnover from continuing operations before shrimp genetics was £267.5m, which was up £20.5m (8.3%) (12 months ended 30 June 2005: £247.0m). Operating profit from continuing operations before shrimp genetics also on a proforma basis increased by £6.8m (39.5%) to £24.0m (2005: £17.2m). In line with the Board's stated objective of divesting non-core businesses in order to concentrate resources and investment on the higher growth bovine and porcine businesses, the Group's businesses in veterinary and dental wholesaling were sold during the period for a total of £8.1m in cash. In addition, the Brazilian shrimp business, which was part of the Sygen operation, was sold in the period for US$6m (£3.25m) in cash. Exceptional items included within operating profit were £1.8m relating to the integration and restructuring of Sygen and, as already reported, £0.9m relating to the restructuring of the UK bovine operation and the closure of non-core consulting operations. These exceptional costs, the loss on discontinued operations, asset impairment and goodwill amortisation, reduced the Group's operating profit by £13.6m, of which approximately £11m was non-cash, from £22.3m to £8.7m (2005: £9.2m). Net cash in flow from operating activities before change of control payments arising on the acquisition of Sygen for the period was £21.8m (2005: £8.7m). Positive cash flow together with cash generated from the divestments and surplus property disposals reduced net debt to £116.9m at the period end, beating expectations. Acquisition of Sygen Sygen International plc, the porcine and shrimp genetics company, was acquired in December 2005 for a consideration, excluding fees, of £189m. The acquisition was financed by new bank borrowing facilities totalling £180m and an institutional placing of 16.9 million new ordinary shares at 325p per share, to raise £53m (net of expenses). The Board is pleased to report that savings anticipated through the integration of Sygen have been realised and implementation is ahead of plan. Synergy savings of some £6m on an annualised basis have been attained by the end of the financial period. This total is expected to rise to £7.5m by the end of the 07/ 08 fiscal period from further identified cost savings and efficiency improvements. The enlarged group's performance is benefitting from a global presence in complementary markets and added research opportunities across more species. Dividend The Board has continued confidence in its long-term strategy for growth and to reflect this, the Board is recommending a dividend of 8.25 pence per ordinary share be payable. This represents a 10% increase on the dividend payable in 2005 and is being recommended notwithstanding the increased number of shares in issue and the higher gearing resulting from the Sygen acquisition. Subject to shareholder approval at the Company's AGM to be held on 16 November 2006, this dividend will be paid on 1 December 2006 to shareholders on the register at the close of business on 3 November 2006. Move to the Official List At the time of the acquisition of Sygen in December 2005, we stated our intention to move from AIM to the Official List. It remains the Board's intention to move to the Official List to attract increased levels of institutional investment and to ensure the strategic growth of the enlarged group. Whilst the Board believes such a move to be in the best interests of the Company and that it should be made, the Board has determined that shareholders should be given the opportunity to consider the proposed move. Accordingly, at the Annual General Meeting to be held on 16 November 2006 we will be asking for shareholder approval for Genus to move to the Official List. Share Capital The Board will continue its strategy of restructuring the share register to improve liquidity by operating a further voluntary buyback scheme aimed at reducing the number of investors with very small shareholdings (ie less than 1,000 shares). Acquired shares will be aggregated, held by the Company in treasury and then placed with institutional investors. It is hoped that the new scheme, which is expected to be implemented later in the year, will repeat the success of a similar scheme implemented in November 2004. Research & Development - Board Appointment To reflect the increased size of Genus and its commitment to research and development investment, which is currently in excess of £12m per annum, we expect to set up an R&D Steering Group which will comprise leading scientists in biotechnology and animal genetics from around the world. In addition, we are in the process of recruiting a new non-executive director who has relevant research and development experience in order to strengthen the R&D unit within the Group. Employees I would like to thank the Sygen staff for their positive co-operation in a period of considerable change and for their participation in the success of the Sygen integration. Existing Genus staff have achieved strong results, and I would like to thank them for their considerable efforts. I look forward to working with all Genus employees in achieving an even more substantial future for the enlarged Group. Outlook The Sygen acquisition has given Genus the benefits of greater critical mass, economies of scale, reduced dependency on one animal species, increased geographical presence with a non-overlapping customer base and combined research and development programmes. Genus will continue to benefit from the increased opportunities resulting from the acquisition. Taken with the strong underlying performance of the original Genus business and the good start to the new financial year, we view the Group's future positively. The Genus Group is now materially stronger and more competitive than before. For the year ahead, our new bulls, continued strength of the porcine lines, synergy savings and improvements in operational efficiencies, should support strong profit generation. We also believe the greater emphasis on research will benefit the Group in the long term. John Hawkins Chairman Chief Executive's Review The Genus Business Genus' world class animal genetics are used in the section of the food chain producing quality foods and are the choice of leading farmers worldwide. These animal genetics offer the potential to improve profitability for farmer and food producing customers by enabling them to increase output of consistently high quality products with higher value. We call this the 'Genus Effect'. World Agricultural Markets Market conditions have been stable in the USA for both bovines and porcines. Milk production was up by 5% on last year as cow numbers rose. Beef prices fell as farmers put surplus animals to market early in order to protect against increasing feed prices. US pig prices were 15% lower than last year but, with prices still between $40 and $50/cwt, due to the presence of foot and mouth disease in Brazil and avian flu in other parts of the world, most producers remained profitable. The potential for US farmers to export pig production has bolstered pig prices during the last 6 months of the reported period and has resulted in continued buoyant market conditions, compared with the slight decline predicted. Conditions remained favourable in Latin America for milk producers but the extensive outbreak of foot and mouth disease in Brazil has severely curtailed beef and pig exports so that prices fell sharply. There was some pricing 'over-spill' into Argentina. In Europe, farmer concern over changes in the EU price support mechanism, introduced in 2005, remains but the response has been less acute than expected and markets have returned to more normal levels. However, the change in price support and the established pattern of lower milk prices, prevailing for the last few years, is driving farmers to increase their operations or opt out of the business. As a result, cow numbers are falling as smaller farmers leave the industry. The larger farmers are, of course, the most important for the future of Genus. Following the announcement of the lifting of the export ban on UK animals, prices for calves are rising steeply and we are also seeing market conditions improving in the UK for dairy farmers. EU pig prices continued to strengthen during the June quarter and this trend is expected to hold for the next few months as consumption of pork exceeds supply. Throughout the period, most Far Eastern market prices for pigs remained significantly below last year. However, China has shown a sustained improvement over the last two months after a long period of weak market conditions. The world market for shrimps has continued to be depressed, due to the imbalance in supply and demand despite various outbreaks of disease last year. Operating Progress Following completion of the Sygen acquisition in December 2005, the Sygen Board left the business. We undertook an extensive communications exercise with all staff and established a new, integrated business structure with an emphasis on geographical rather than product spread. This reorganisation was made in order to focus efforts on positive evolution rather than the defence of old ideas and business practices. We have concentrated on the integration of Sygen and resulting synergies from the acquisition since December 2005 and are pleased to report the potential synergies have exceeded our initial expectations. We have also sold the Brazilian operations of the loss making Sygen shrimp business and are actively pursuing the divestment of the related businesses in Thailand and Mexico. The historical Genus businesses have reported strong results. We have increased operating profit across Bovine Genetics, Animal Health and Development Consulting despite variable conditions across international markets. We have also sold two, non-core operations, namely the veterinary and dental wholesale businesses. Integration of Sygen We have concentrated on five main areas:- 1. Research & Development •Reset priorities using commercial targeting. •Overlapping infrastructures have been eliminated by combination and we have created a fundamental research facility of excellence in Wisconsin whilst reducing cost. 2. Synergy Cost Savings •The Sygen operations in Kentucky have been closed and the move of sales and sales support staff for the porcine business to offices near to Nashville, Tennessee, took place in September 2006. •The Sygen offices in Oxford have been closed and the transfer of most of the UK back office functions to the Genus offices in Nantwich, Cheshire, is underway. Continuing head office staff have been transferred to the Genus head office in Basingstoke. •The merging of back offices in the USA is almost complete with other regions to follow. 3. Investment in Core Business • Sanctioned an investment of £1.5m in a nucleus porcine herd and operations in Russia. 4. SyAqua Strategy • Strategic decision taken to divest the SyAqua shrimp businesses. • Secured intellectual property and potentially saleable shrimp parent lines. • Brazilian shrimp business sold. 5. Global systems • Engaged consultants to assist in the implementation of a global system aimed at improving business processes and harmonising financial reporting. Cost savings identified at the time of the acquisition have already been realised and are well ahead of the Board's expectations. In addition, we have identified further areas of synergy savings which we are now reviewing and evaluating, such as the possible consolidation of the businesses within Latin America. We have made structural changes to the European porcine business which have resulted in improved and consistent profitability for the first time for some years. On a proforma basis, European operations made a profit of £1.8m for the 12 months ended 30 June 2006 which is the best result in a decade. Bovine Genetics - 49% of Group Turnover from Continuing Operations In stable market conditions, the increases to the sales force in the USA, Canada and Europe, both this year and last year, resulted in total sales volume rising in the period to 12.9 million doses. This equates to 10.3 million doses for a prorata 12 month period and compares favourably with the 9.5 million doses sold in the year ended 31 March 2005. As previously reported, the new high ranking bulls added to the stud, from the increasingly successful R&D programme, helped increase average prices of semen for the 12 month period ended 31 March 2006 by 12% in the beef sector and by 10% in dairy. Further small increases in average selling prices were achieved in the 3 month stub period to 30 June 2006, when compared with the same quarter last year. Operating profit before exceptional items and goodwill amortisation was £13.0m (2005: £10.3m) which is stated after the FRS17 charge of £1.0m (2005: £0.4m). The three month extended period to 30 June 2006 was impacted by a weakening of the US dollar and adjustments relating to the prior year amounting in total to £0.6m. This quarter was also adversely impacted by seasonality. However, we are pleased to report a strong start to the new financial year relative to the comparative period. Notable amongst a number of successes in Europe has been the growth of sales and profits in Italy. Last year the business introduced the contract 'Reproductive Management Service' successfully pioneered with large farmers in the USA, whereby customers sign-up for a contract mating service for their cows. Computer based mating programmes are used and the service binds the customer to use Genus semen and insemination services in order to achieve measurable improvements in fertility for the herd. In its first year of operation in Italy, more than 10,000 cows have been contracted for the service and this has increased sales by 18% to £3.9m (2005: £3.3m). In Latin America, operating profit was flat because of foot and mouth disease in Brazil but the Mexican business remained strong and the new Argentinian operation made a small profit in its first year. Porcine Genetics - 33% of Group Turnover Continuing Operations In the 7 months since Genus acquired this business it has performed ahead of both budget and the same period last year. The main drivers have been the shift towards more royalty type income from the USA, improving profit generation in Europe, strong trading in Latin America overall, despite foot and mouth disease in Brazil, and reduced operating costs in all regions. These have more than offset a slight softening of pig meat prices in the USA and very low prices in the Far East. Gross margin has been on an increasing trend, resulting in a gross margin of 35%, up from 32% in the 12 months ended 2005. Operating profit before exceptional items and goodwill amortisation for the period since acquisition was £11.8m, an increase of £3.7m (46%) over the comparable period prior to Genus' ownership. The European business has also benefited strongly from lower operating costs and has been profitable throughout the period, assisted by post acquisition savings, such as the divestment of the business in Denmark. We are making further changes, the most significant being the reduction of inhouse production costs and the generation of further synergy savings. These changes will be made during the new financial year. With sales at a similar level to the USA, Europe had been loss-making for many years because of the fragmented nature of the market. In the growing Latin American market, an outbreak of foot and mouth disease has temporarily reduced the contribution from the joint venture in Brazil but the Mexican and Chilean businesses remained strong. The Far Eastern markets, which are the smallest porcine region, have been depressed throughout the period, suffering from disease outbreaks, over-supply and resultant low pig meat prices. Both the subsidiary and joint venture in China suffered reversals but the downturns in other markets were less acute. Overall, the business remained profitable in all its markets, although substantially down on last year. Nevertheless, the Far East is the area with the highest growth potential in the long-term because of population density, the increasing level of protein consumption and the massive number of pigs farmed. However, most of the farms are small and inefficient and it will take time before the industry consolidates into the large units similar to those which are the principal customers in the USA and Europe. The other area of high growth potential is Eastern Europe. In this market, a high level of investment is being made in large intensive pig units and we believe that opportunities exist to grow with that change by investing selectively in countries as new farms are established. In this regard, we have invested £1.5m in Russia to set up a nucleus farm to supply two newly established farm customers. The investment will protect our intellectual property and reduce transport costs from alternative supply sources in Europe Poland and, overall, considerably enhance our presence and reputation in that market. Shrimp Genetics - 2% of Group Turnover Continuing Operations Having reviewed the prospects for the business carefully, we have decided that resource and investments are better directed at achieving the growth and synergies available in the larger bovine and porcine businesses. The shrimp market is volatile and customers are not yet prepared to pay for the added-value potential from expensive research, all of which is of a long-term nature in any event. Accordingly, we have decided that the business should be divested at the earliest opportunity. In that regard, we sold the Brazilian operations of the Sygen shrimp business to an MBO team for US$6m (£3.25m) in cash. A sale of the loss-making Thailand shrimp business is well advanced and some initial interest has been received for the Mexican shrimp business. Animal Health and Development Consulting - 16% of Group Turnover Continuing Operations The Animal Health division had a very successful period underpinned by a strong performance from the licensed pharmaceuticals business. It achieved an operating profit from continuing operations, before goodwill amortisation, of £2.2m, despite having divested the veterinary and dental wholesaling businesses. In May 2006, two residual freehold properties were sold for £1.5m, realising a book profit of £0.8m. Sales in the licensed pharmaceutical business for the 15 month period amounted to £8.8m, which was £0.4m (5%) ahead of the comparable period and generated an operating profit of £2.2m. Both sales and profit growth have arisen from the successful launch of a number of new products together with a stalwart defence of established products against aggressive competition. The Development Consulting business generated an operating profit of £1.1m in the period, £0.1m (10%) higher than for the comparable 15 month period, despite the disruption arising from the nearby Buncefield Oil Depot explosion on 11 December 2005. The team proved its expertise in project management for which it earns its overseas consultancy contracts, by operating a virtual office for a few weeks and then by relocating to new temporary offices while, at the same time, winning both new contracts and contract extensions. More recently, two large long term contracts have been won. Research & Development On an historical basis, the combined businesses of Genus and Sygen have together have spent around £12m per year on R&D. The majority of expenditure, in both cases, has been on the development of elite animals by traditional selection processes. This has produced a successful and competitive product range in both bovines and porcines. In this regard, Boar 380 is making strong in-roads into world markets which, together with other well established products, will maintain our competitive edge over the next few years. For Europe and the Far East, it will be important that new products are developed from the extensive porcine nucleus programmes to meet niches in the various markets. The increasing success of the bull selection programme has been reported over the last two years, following changes to the 5 year development and testing process made in 2000. These changes have resulted in a further significant strengthening of the stud this year. In particular, we are pleased to announce that a new bull, called Bolton, entered the US ranking as number one. Bolton is very highly rated in a very wide variety of traits and is likely to sell well at high prices worldwide. The newly amalgamated R&D programme will continue to invest most of its expenditure on traditional selection programmes. In the fundamental research which augments this selection process, Sygen concentrated most expenditure on genomics whilst Genus spread its investment across a number of projects, including sexed semen, health, fertility and, most importantly, semen physiology. To direct the Genus' strategy for onward research investment, a new Research & Development Steering Group is in the process of being established. It will review independently Genus' overall level of research investment and prioritise the areas of research conducted by the Company. The over-riding objective will be to achieve an early commercial breakthrough. We have been in the process of creating a new centre of excellence for this research in the extensive Genus laboratories in Wisconsin, USA. Evaluation of Sygen's genomic research has shown that some gene markers have a particularly positive impact if used in the selection of low heritability robustness traits. Future genomics research will be concentrated in this area. Business Process and Information Technology Consultants have been engaged to support the implementation of an integrated global system to improve business processes in bovine genetics and to enhance consolidated financial reporting capabilities for the Company. This new system will be based on the Oracle eBusiness Suite already deployed in Sygen. The target date for implementation is September 2007, and it is anticipated that significant cost savings will be realised from the 2007/08 fiscal year. These savings will arise in both the IT function and in the businesses as a result of having one common system worldwide and from creating improved business efficiencies. Richard Wood Chief Executive Finance Director's Review The unaudited proforma results of the continuing operations of the Group excluding the shrimp business for the 12 months ended 30 June 2006 are as follows: 12 months ended 12 months ended 30 June 2006 30 June 2005 £m £m Turnover - Continuing operations 267.5 247.0 Operating Profit before goodwill 24.0 17.2 amortisation and exceptional items - Continuing operations The reconciliation of unaudited proforma operating profit before goodwill amortisation and exceptional items figures to statutory accounts is as follows: For the 12 months ended 30 June 2006 As recorded Less Add results As reported in proforma pre-acquisition for period for the table above Porcine 1 April 2005 15 months to 12 months to to 30 June 2006 30 June 2006 30 June 2005 excluding shrimp business £m £m £m £m Continuing 24.0 (4.2) 2.4 22.2 operations For the 12 months ended 30 June 2005 As Less Less Add Less As recorded pre-acquisition results results discontinued reported in Porcine for period for period activities - for the proforma 1 April 1 April Animal 12 months table 2005 to 2004 to Health to above 30 June 30 June 31 March 12 months 2005 2004 2005 to 30 June 2005 £m £m £m £m £m £m Continuing 17.2 (6.9) (2.4) 2.7 (0.2) 10.4 operations Operating Results Adjusted operating profit was £22.6m after adding £5.3m for the 3 month stub period to the £16.9.m achieved and reported in the Interim Results for the 12 month period ended 31 March 2006 ('Interim Results') (2005: £10.9m). The historical Genus businesses had strong results for the 15 month period with the operating profit from continuing operations before goodwill amortisation and exceptional items of all businesses ahead of the prior year on a proforma basis. Following the decision to divest the shrimp business, an exceptional charge of £2.3m for the impairment of net assets had already been made in the Interim Results. Other exceptional items of £2.7m in the 15 month period to 30 June 2006, comprised £1.7m relating to the integration and restructuring of the porcine genetics business, £0.9m relating to the restructuring of the UK bovine operation and closure of the strategic consulting business and £0.1m relating to the integration of the shrimp business. A charge of £2.2m for an exceptional impairment of goodwill was made at 30 September 2005 in the interim results for the six months ended on that date in relation to the sale of the veterinary wholesale business which was sold in October 2005. Group operating profit, including share of joint ventures, amounted to £9.5m (2005: £9.2m). Profit on disposal of fixed assets of £1.9m comprised mainly surplus freehold properties including the residual veterinary wholesale properties, former rearing and lay off sites in bovine UK and a pig farm in Portugal. This profit largely offset the loss on sale of the wholesale businesses. Profit before tax was £2.8m (2005: £8.1m). Loss after tax was £0.3m (2005: profit £5.9m). Adjusted basic earnings per share was 25.0p (2005: 19.0p) and basic loss per share was 0.6p (2005: 16.3p profit). Interest Payable Net interest payable increased to £6.6m from £1.4m as a result of the debt financing element of the purchase consideration for Sygen. Interest payable, excluding similar charges such as amortisation of debt issue costs, amounted to £6.2m and was 3.6 times covered by operating profit from Continuing Operations before exceptional items and goodwill amortisation (2005: 9.7 times). Taxation The effective tax rate on adjusted earnings was 32.5% compared to 28.0% in the prior year. This was due to the expected higher rate of tax for the Sygen business and a first time credit in the prior year for research and development claims. The future effective tax rate on adjusted earnings is expected to be around 35%. Earnings Per Share and Dividend For the extended 3 month period ended 30 June 2006, which is seasonally a low trading quarter, the adjusted earnings per share of 4.2p to add to the 20.8p achieved for the 12 months ended 31 March 2006 (2005: 19.0p) to give 25.0p earnings per share for the reported 15 months period ended 30 June 2006. This increase was achieved after the first time adoption of FRS 17, Accounting for Retirement Benefits, which reduced after tax earnings by £0.7m (2005 restated: £0.4m) equivalent to 1.5p per share (2005 restated: 1.3p per share). Adjusted earnings is also stated after the non-cash expense for the Long Term Incentive Plan ('LTIP'), which has increased by £0.8m to £0.9m (2005: £0.1m) primarily reflecting the more favourable outlook of the Group following the successful acquisition of Sygen. The Board is recommending a dividend of 8.25p per share (2005: 7.5p). On a higher number of shares due to the share placing for the Sygen acquisition, the proposed dividend payment will increase by £1.8m to £4.6m (2005: £2.8m), which is 2.5 times covered by adjusted earnings (2005: 2.9 times). Financing and Cash Flow To finance the consideration for the acquisition of Sygen and to provide ongoing working capital and financing facilities, the Company secured bank credit facilities of £180m in October 2005 and raised net proceeds of £53m in December 2005 by a placing of 16.9 million new ordinary shares at 325p per share. The Company's secured bank credit facilities comprise 3 and 5 year term loans of £35m and £75m respectively, and a 5 year £70m multi-currency revolving credit facility. £15m of the term loans have already been repaid and net debt had reduced from a peak of £130m to £116.9m by the period end, which was better than plan. During the period, the veterinary and dental wholesaling business and the Brazilian shrimp business were sold for a total of £11.35m. Sale proceeds of surplus properties in veterinary wholesale, bovine and porcine during the period amounted to £4.0m, generating a book profit of £1.9m. Net cash inflow from operating activities before change of control payments for the period was £21.8m (2005: £8.7m). Reported net cash inflow from operating activities was £16.2m (2005: £8.7m). Balance Sheet and Shareholder Funds Shareholder funds increased to £101.4m (2005 restated: £51.3m), largely reflecting the placing of 16.9m shares at £3.25 per share in connection with the acquisition of Sygen, less the retained loss of £3.1m. The increase in gearing at 30 June 2006 to 54% (2005: 13%) was due to the Sygen acquisition financing. Treasury The Group has a centralised treasury function to manage foreign exchange and interest rate risk following guidelines laid down by the Board. Derivative instruments are used solely to mitigate these risks. The Group's borrowings at the end of the year were materially comprised of bank borrowings, provided by Barclays Bank plc The main risks arising from the Group's financial instruments are interest rate risk, foreign currency risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and these policies are summarised below. • Interest Rate Risk The Group borrows principally in sterling, US dollars and Australian dollars. Interest rate swaps are used to generate the desired interest profile and to manage exposure to interest rate fluctuations. At the year end, the Company had the following interest rate hedges in place: (i) 5 year fixed rate of 4.74% on £95m of sterling borrowings (ii) 5 year fixed rate of 5.05% on US dollar borrowings, swapped for sterling borrowings, on US$ equivalent of £35m. (iii) Fixed interest loans of Australian dollars of £4.5m equivalent. As at 30th June 2006, 90% of borrowings had fixed rates. • Foreign Currency Risk The Group is exposed to two principal types of foreign currency risk: transaction risk and translation risk. Transactional exposures arise from operating units selling and/or purchasing goods and services in currencies other than their reporting currency. Where these exposures are large or other than short-term, they are hedged by the use of forward contracts. The Group operates a policy to settle inter-company trading balances on a monthly basis to minimise foreign currency exposure. Translational exposure arises on the re-translation of overseas subsidiary companies' profits and net assets into sterling for financial reporting purposes. Overseas trading is mainly US$ linked. The policy is to hedge material exposure to overseas net assets to minimise risk to fluctuations in the Group's net assets from translation. In January 2006, following the acquisition of Sygen the Company entered into a currency swap by effectively exchanging £35m of debt for US$60m debt for a 5 year term. The fair value of this instrument at 30 June 2006, yields a favourable position of £1.1m, which has been credited as a currency translation difference in the Consolidated Statement of Total Recognised Gains and Losses. • Liquidity Risk The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans and a multi-option revolving credit facility. At the period end, only 10% of the Group's borrowings were repayable within one year. Short term flexibility is achieved through a Sygen £70m multi-option currency facility. At 30 June 2006, the Group had undrawn committed facilities of £22.1m and £22.9m cash. Acquisitions On 2 December 2005, the Group acquired the entire issued share capital of Sygen International plc for a total cash consideration of £193.2m (including £4.2m by way of fees). The consideration was financed by a placing of 15.9 million shares at £3.25, and new bank borrowings. From the date of acquisition to 30 June 2006, Sygen contributed £86.7m to turnover and £11.8m to profit before interest, exceptional items and goodwill amortisation. As part of the retail acquisition strategy for the bovine business in Australia, four small acquisitions were completed in the period for a total consideration of £5.2m. Adoption Of International Financial Reporting Standards For Genus plc, an AIM listed company, the effective date for adoption of IFRS is for the financial year commencing on or after 1 January 2007. The Group has established a project team to plan for and achieve a smooth transition to IFRS. The project team is looking at all implementation aspects, including changes to accounting policies, systems impacts and the wider business issues that may arise. The Group has not yet determined the full effects of adopting IFRS. Our preliminary view is that the major differences between our current accounting practice and IFRS will be in respect of accounting for business combinations, agricultural assets, deferred tax, research and development costs and share-based payments. David Timmins Group Finance Director Consolidated Profit and Loss Account For the 15 month period ended 30 June 2006 Continuing Operations Discontinued Before Exceptional Operations 15 Year exceptional items and months ended items and goodwill ended goodwill amortisation amortisation 30 June 31 March 2006 2005 restated £000 £000 £000 £000 £000 Turnover Continuing operations 159,183 - - 159,183 113,904 Acquisitions 92,569 - - 92,569 - 251,752 - - 251,752 113,904 Discontinued operations (note - - 42,771 42,771 69,345 4) Group and share of joint 251,752 - 42,771 294,523 183,249 ventures Less share of joint ventures (7,288) - - (7,288) - Group turnover 244,464 - 42,771 287,235 183,249 Adjusted operating profit 22,262 - 343 22,605 10,931 Amortisation of goodwill - (6,481) (166) (6,647) (1,747) Exceptional impairment of - - (2,239) (2,239) - goodwill Exceptional impairment of net - (2,342) - (2,342) - assets (note 3) Other exceptional items (note - (2,655) - (2,655) - 3) Operating profit 22,262 (11,478) (2,062) 8,722 9,184 Of which : - Continuing operations 11,951 (2,656) - 9,295 8,850 - Acquisitions 10,311 (8,822) - 1,489 - 22,262 (11,478) - 10,784 8,850 - Discontinued operations - - (2,062) (2,062) 334 (note 4) Group operating profit 22,262 (11,478) (2,062) 8,722 9,184 Share of operating profit of 732 - - 732 - joint ventures Total operating profit: 22,994 (11,478) (2,062) 9,454 9,184 Group and share of joint ventures Loss on sale of discontinued (1,959) - operations (note 4) Profit on disposal of 1,923 298 properties Net interest payable and (6,591) (1,386) similar charges Profit on ordinary activities 2,827 8,096 before taxation Tax on profit on ordinary (3,092) (2,193) activities (note 5) (Loss)/profit for the (265) 5,903 financial period Dividend (2,811) (2,299) Retained (loss)/ profit for (3,076) 3,604 the financial period Earnings/(loss) per share - adjusted basic (note 6) 25.0p 19.0p - adjusted diluted (note 6) 24.4p 18.7p - basic (note 6) (0.6)p 16.3p - diluted (note 6) (0.6)p 16.1p Consolidated Statement of Total Recognised Gains and Losses For the 15 month period ended 30 June 2006 15 months Year ended ended 30 June 31 March 2006 2005 restated £000 £000 (Loss)/profit for the financial period (265) 5,903 Currency translation difference on the re-translation of net assets of subsidiary undertakings - 4,266 3,502 (458) Currency translation difference on (3,811) 282 borrowings Gain on currency swap 1,092 - Deferred tax on currency swap (328) - Actuarial loss relating to pension (2,202) (982) schemes Total recognised gains and losses relating to (2,012) 4,745 the period Prior year adjustment - impact of FRS17 adoption (6,643) Total recognised gains and losses since last (8,655) annual report Notes 30 June 2006 31 March 2005 restated £000 £000 Fixed assets Intangible assets 174,535 26,062 Tangible assets 35,075 16,697 Investments: - Joint ventures 2,279 - - Other 755 269 212,644 43,028 Current assets Stocks 20,594 17,396 Debtors 54,562 37,334 Cash at bank and in hand 22,936 6,843 98,092 61,573 Creditors: Amounts falling due within one (63,643) (45,463) year Net current assets 34,449 16,110 Total assets less current liabilities 247,093 59,138 Creditors: Amounts falling due after more (125,312) (282) than one year Provisions for liabilities and charges (6,451) (923) Net assets excluding pension liabilities 115,330 57,933 Pension liabilities (13,889) (6,643) Net assets 101,441 51,290 Capital and reserves Called up share capital 5,524 3,726 Share premium account 7 92,187 39,899 Treasury shares 7 (186) (128) Profit and loss account 7 3,916 7,793 Equity shareholders' funds 8 101,441 51,290 Notes 15 months Year ended ended 30 June 31 March 2006 2005 restated £000 £000 Net cash inflow from operating activities 9 16,174 8,687 Dividends received from joint ventures 2,264 - Returns on investments and servicing of finance Interest received and similar income 267 17 Interest paid and similar charges (5,202) (1,093) Interest element of finance lease and hire (16) (43) purchase rental payments Net cash outflow from returns on (4,951) (1,119) investments and servicing of finance Taxation (4,517) (2,823) Capital expenditure and financial investment Payments to acquire intangible fixed assets (102) (117) Payments to acquire tangible fixed assets (11,317) (4,725) Payments to acquire investments - (13) Receipts from sales of tangible assets 13,811 759 Net cash inflow/(outflow) on capital 2,392 (4,096) expenditure Acquisitions and disposals Purchase of subsidiaries and businesses (198,398) (2,225) Net cash acquired with subsidiaries and 17,312 - businesses Receipts from sale of subsidiaries and 4 9,128 - businesses Net cash outflow from acquisitions and (171,958) (2,225) disposals (2,811) (2,299) Equity dividends paid (163,407) (3,875) Net cash outflow before financing 15 months Year ended ended 30 June 2006 31 March 2005 restated £000 £000 Net cash outflow before financing (163,407) (3,875) Financing Repayment of loan notes (1,568) (1,637) New bank loans 147,928 437 Debt issue costs (2,243) - Repayment of bank loans (22,914) (1,395) New finance leases 273 154 Repayments of capital element of finance (691) (1,103) leases and hire purchase rental payments Share buyback in respect of Share register - (196) rationalisation Issue of new ordinary shares 54,086 3,134 Net cash inflow/(outflow) from financing 174,871 (606) Increase/(decrease) in cash 11,464 (4,481) Analysis of changes in net debt during the period Notes 15 months Year ended ended 30 June 31 March 2006 2005 restated £000 £000 Increase/(decrease) in cash in the period 11,464 (4,481) Repayment of loan notes 1,568 1,637 New long term loans (147,928) (437) Repayment of bank loans 22,914 1,395 Debt issue costs 2,243 - New finance leases (273) (154) Repayment of capital element of finance 691 1,103 lease contracts Change in net debt resulting from cash (109,321) (937) flows Exchange differences and other non-cash 621 211 movements Movement in net debt in the period (108,700) (726) Net debt at 1 April 10 (8,184) (7,458) Net debt at 30 June 10 (116,884) (8,184) 1. Basis of preparation The financial information set out above does not constitute the company's statutory accounts for the 15 months ended 30 June 2006 or the year ended 31 March 2005, but is derived from those accounts. Statutory accounts for 2005 have been delivered to the Registrar of Companies and those for 2006 will be delivered following the company's annual general meeting. The auditors have reported on those accounts; their reports were unqualified and did not contain statements under s237(2) or (3) Companies Act 1985. The financial information is prepared under the accounting policies of Genus plc as at 31 March 2005 with the exception of the adoption of FRS 17 'Accounting for Retirement Benefits' and FRS 21 'Post Balance Sheet Events'. 2. Turnover and Segmental Analysis Turnover Operating profit before goodwill amortisation and exceptional items 15 months Year 15 months Year ended ended ended ended 30 June 31 March 30 June 31 March 2006 2005 2006 2005 restated £000 £000 £000 £000 Area of activity Group and share of joint ventures: Bovine Genetics 120,021 83,575 12,999 10,261 Porcine Genetics 88,809 - 11,757 - Development Consulting 29,582 23,954 1,119 792 Animal Health 9,889 6,850 2,233 1,354 Unallocated costs excluding LTIP - - (4,967) (1,946) LTIP - - (946) (102) Less: Share of joint ventures (7,288) - - - (Porcine Genetics) Continuing operations before 241,013 114,379 22,195 10,359 Shrimp Genetics Shrimp Genetics 3,760 - 67 - Continuing operations 244,773 114,379 22,262 10,359 Inter-segmental sales (309) (475) - - Discontinued operations 42,771 69,345 343 572 Total 287,235 183,249 22,605 10,931 2. Turnover and Segmental Analysis (continued) Results for the acquired Porcine Genetics and Shrimp Genetics businesses relate to acquisitions made during the period. Operating Net assets profit 15 months Year ended ended 30 June 31 March 30 June 31 March 2005 2006 2005 2006 restated restated £000 £000 £000 £000 Area of activity Group and share of joint ventures: Bovine Genetics 10,925 9,268 55,766 39,715 Porcine Genetics 6,124 - 40,439 - Development Consulting 1,081 762 2,717 1,246 Animal Health 1,689 868 1,783 19,137 Unallocated costs excluding LTIP (4,967) (1,946) - - Unallocated - - 4,820 (8,808) LTIP (946) (102) - - Less: Share of joint ventures (732) - - - (Porcine Genetics) Continuing operations before 13,174 8,850 105,525 51,290 Shrimp Genetics Shrimp Genetics (2,390) - (4,084) - Continuing operations 10,784 8,850 101,441 51,290 Discontinued operations (2,062) 334 - - Total 8,722 9,184 101,441 51,290 Discontinued operations relate to the divestment of non-core veterinary and dental product wholesale businesses and non core Syaqua shrimp genetics business in Brazil. Turnover Operating profit 15 months Year 15 months Year ended ended ended ended 30 June 31 March 30 June 31 March 2006 2005 2006 2005 restated Geographical region of origin £000 £000 £000 £000 Group and share of joint ventures: United Kingdom 85,301 68,677 7,577 6,182 Europe 44,338 5,063 2,779 1,632 North America 87,839 32,373 3,065 332 Rest of the world 34,583 8,266 4,008 2,752 Unallocated costs excluding LTIP - - (4,967) (1,946) LTIP (946) (102) Less: Share of joint ventures (7,288) - (732) - (Porcine Genetics) Continuing operations 244,773 114,379 10,784 8,850 Inter-segmental sales (309) (475) - - Discontinued operations 42,771 69,345 (2,062) 334 Total 287,235 183,249 8,722 9,184 2. Turnover and Segmental Analysis (continued) Discontinued turnover and operating profit derives from the veterinary product and dental wholesale distribution businesses (formerly part of the Animal Health division), which originates in the United Kingdom and from the shrimp genetics business in Brazil, which originates in the Rest of the world. Turnover Net assets 15 months Year ended ended 30 June 31 March 30 June 31 March 2006 2005 2006 2005 restated £000 £000 £000 £000 Geographical region of destination United Kingdom 53,709 43,552 7,290 39,503 Europe 60,305 19,652 6,730 2,172 North America 73,592 24,522 64,149 14,137 Rest of the world 56,858 26,178 18,452 4,286 Unallocated costs - - 4,820 (8,808) Continuing operations 244,464 113,904 101,441 51,290 Discontinued operations 42,771 69,345 - - Total 287,235 183,249 101,441 51,290 Discontinued turnover was made to customers in the United Kingdom and in the Rest of the world. 3. Other ExceptionaI Items Other exceptional items of £2,655,000 in the period to 30 June 2006 comprise £1,664,000 relating to the integration and restructuring of the Porcine Genetics business, £406,000 relating to costs associated with the closure of the Strategic Consulting business, £470,000 relating to the restructuring of the Group's UK Bovine operation and £115,000 relating to integration of Shrimp Genetics. Following the decision to divest the Shrimp Genetics business, an exceptional impairment of net assets of £2,342,000 has been recognised in operating profit in the period, to write down the carrying value of the net assets of this business segment to its estimated recoverable amount, excluding any future operating losses and costs of disposal. 4. Discontinued Operations On 28 October 2005, the Group completed the divestment of its non-core veterinary product wholesale business for a total consideration of £7.1 million in cash. For the year ended 31 March 2005, the business employed 125 staff and generated turnover of £66 million and an operating profit of £0.4 million before allocation of central costs, on net assets of £6 million. The loss on disposal of this business after write off of goodwill amounts to £2,056,000. On 22 February 2006, the Group completed the divestment of its non-core dental product wholesale business for a total of £1m in cash. For the year ended 31 March 2005, the business employed 16 staff and generated turnover of approximately £3.0m and an operating profit of £0.1m before allocation of central costs, on net assets of £0.8m. The loss on disposal of this business after write off of goodwill amounts to £532,000. On 7 June 2006, the Group announced its intention to withdraw from Shrimp Genetics business and on 12 June 2006 the Group completed the divestment of its non-core Shrimp Genetics business in Brazil for a total of $6.0 million (£3.25 million) in cash. For the year ended 30 June 2005, the business employed 179 staff and generated turnover of £2.1 million and an operating profit of £0.25 million before allocation of central costs on net assets of £3.6 million. The profit on disposal of this business after write back of impairment provisions amounts to £629,000. The total net proceeds from the sale of businesses in the period amounted to £11,350,000, net proceeds amounted to £9,128,000. 5 Taxation Tax on profit on ordinary activities The taxation charge for the period is made up as follows: 15 months Restated ended 30 June 2006 2005 £000 £000 UK corporation tax (433) 1,223 Adjustment in respect of previous periods - UK corporation tax (1,135) (32) ----------- ----------- Total UK tax (1,568) 1,191 ----------- ----------- Overseas tax 5,182 847 Adjustment in respect of previous periods - Overseas tax 452 (234) ----------- ----------- Total Overseas tax 5,634 613 ----------- ----------- Total current tax 4,066 1,804 ----------- ----------- Deferred tax - origination and reversal of timing differences (532) 627 - adjustment in respect of previous periods (442) (238) ----------- ----------- Group deferred tax (974) 389 ----------- ----------- Tax on profit on ordinary activities 3,092 2,193 ----------- ----------- The tax effect of disposals of properties, investments and businesses amounted to £nil (2005: £nil). Overseas tax includes £116,000 in respect of joint ventures. 6 Earnings per Share The basic earnings per share is based on a loss after tax for the period of £265,000 (2005: profit of £5,903,000) and the weighted average number of ordinary shares in issue of 45,331,452 (2005: 36,208,931). The adjusted earnings per share of 25.0p (2005: 19.0p) is based on adjusted earnings as set out below and the weighted average number of ordinary shares in issue. 15 months Year ended ended 30 June 31 March 2006 2005 restated £000 £000 Profit before tax 2,827 8,096 Add: Exceptional impairment of goodwill 2,239 - Exceptional impairment of Syaqua assets 2,342 - Other exceptional items 2,655 - Amortisation of goodwill 6,647 1,747 Loss on sale of discontinued operations 1,959 - Profit on disposal of properties (1,923) (298) Less: taxation (3,092) (2,193) 13,654 7,352 Less: Associated taxation on adjustments (1,679) (179) Tax credits relating to prior years (635) (300) Adjusted earnings 11,340 6,873 The diluted earnings per share is based on a loss for the period of £265,000 (2005: profit of £5,903,000) and on 46,415,578 (2005: 36,755,735) diluted weighted average ordinary shares, calculated as follows: 15 months Year ended ended 30 June 31 March 2006 2005 restated Number Number 000's 000's Basic weighted average number of 45,331 36,209 shares Dilutive potential ordinary shares: Employee share options 1,085 547 46,416 36,756 7. Reserves Treasury Share Profit shares premium and loss account account restated £000 £000 £000 Group At 31 March 2005, as previously reported (128) 39,899 11,520 Prior year adjustment - FRS 17 - - (6,515) FRS 21 - - 2,788 ------ ------ ------ Reserves at 31 March, restated (128) 39,899 7,793 Profit for the financial period - - (265) Dividend paid - - (2,811) Premium on shares issued - 52,288 - Adjustment in respect of employee share schemes (58) - - 2004 Performance Share Plan - - 946 Actuarial loss recognised in pension schemes - - (2,202) Currency translation difference on the re-translation of net assets of subsidiary undertakings - - 3,502 Gain on currency swap - - 1,092 Deferred tax on currency swap - - (328) Currency translation difference on borrowings - - (3,811) ------ ------ ------ At 30 June 2006 (186) 92,187 3,916 ------ ------ ------ 8. Reconciliation of Shareholders' Funds 2006 2005 £000 £000 restated restated Group Shareholders' funds at 1 April, as previously reported 51,290 48,705 Prior year adjustment - FRS 17 - (5,200) FRS 21 - 2,299 ------ ------ Shareholders' funds at 1 April, restated 51,290 45,804 Retained (loss)/profit for the year (3,076) 3,604 New share capital subscribed 54,086 3,134 Treasury shares (58) - Other recognised gains and losses (1,747) (1,158) 2004 Performance Share Plan 946 102 Share register rationalisation sale of shares - 4,015 purchase of shares - (4,126) associated costs - (85) ---------- ---------- Shareholders' funds at 30 June 101,441 51,290 ----------- ----------- In accordance with FRS 21 'Post balance Sheet Events', dividends declared after the balance sheet date should not be recognised as a liability because the liability does not represent a present obligation. Instead, dividends are recognised in the period in which they are declared and approved. This has the effect of increasing net assets at 1 April 2004 by £2,299,000 and at 1 April 2005 by £2,788,000. The share registration in 2005 related to the purchase of 1,589,974 shares from smaller shareholders at an average price of £2.595 per share. These shares were placed with institutional investors at £2.525 per share. 9. Reconciliation of Operating Profit to Net Cash Flow from Operating Activities 15 months Year ended ended restated 30 June 2006 31 March 2005 £000 £000 Operating profit 8,722 9,184 Long term incentive plan expense 946 102 Depreciation 7,570 3,549 Profit on sale of fixed assets 564 - Amortisation of milk quota 7 8 Amortisation of goodwill 6,647 1,747 Adjustment for pension funding (1,050) (458) Exceptional impairment of net 2,342 - assets Exceptional impairment of goodwill 2,239 - Increase in stocks (2,655) (1,262) Decrease/(increase) in debtors 5,781 (4,008) Decrease in creditors (7,902) (175) Decrease in provisions (1,414) - Net cash inflow from operating 21,797 8,687 activities before change of control payments Change of control payments made to former Sygen International plc management (5,623) - Net cash inflow before operating activities 16,174 8,687 10. Analysis of Changes in Net Debt At 1 Acquisitions Cash Foreign Non Cash At 30 April and Flows Exchange Movements June 2006 2005 disposals £000 £000 £000 £000 £000 £000 Cash at bank and in 6,843 17,186 (1,714) 621 - 22,936 hand Debt due within one (14,311) - (1,204) - 774 (14,741) year (7,468) 17,186 (2,918) 621 774 8,195 Debt due after one (157) (282) (122,891) - - (123,330) year Obligations under finance leases and hire purchase contracts (559) - 145 - 273 (141) Net debt (8,184) 16,904 (125,664) 621 1,047 (115,276) Issue costs - - (1,926) - 318 (1,608) (8,184) 16,904 (127,590) 621 1,365 (116,884) This information is provided by RNS The company news service from the London Stock Exchange

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