Interim Results

Intermediate Capital Group PLC 02 October 2003 2 October 2003 Interim results announcement for the six months to 31 July 2003 and Proposed Placing and Open Offer of 9,176,804 New Ordinary Shares at 915p per share Intermediate Capital Group PLC ('ICG' or the 'Company') announces today its interim results for the six month period to 31 July 2003 and a Placing and Open Offer to raise approximately £82 million, net of expenses. Placing and Open Offer • Qualifying Shareholders will be offered under the Open Offer 9,176,804 New Ordinary Shares at the Placing Price, payable in full on acceptance, on the basis of: 2 New Ordinary Shares for every 13 Existing Ordinary Shares • Net proceeds of the Placing and Open Offer will amount to approximately £82 million. • In the 12 month period to 31 July 2003, ICG experienced a strong level of new lending and this is expected to continue into the second half of the current financial year. • To enable ICG to continue this growth, while retaining a prudent financial structure, ICG believes it is now appropriate to raise further equity in order to reduce its gearing and further increase its borrowing capacity. Under the terms of the Placing Agreement, which has been entered into in connection with the Placing and Open Offer, Cazenove & Co. Ltd has conditionally agreed to procure placees or, failing which, to subscribe itself for the New Ordinary Shares, to the extent that they are not taken up under the Open Offer. HSBC is acting as Co-Lead Manager and Joint Broker to the Placing and Open Offer. Further details of the Placing and Open Offer are set out in Part 1 of this announcement. Interim Results Highlights • Core income up 31% to £28.4m (2002 - £21.6m) • Pre-tax profits up 23% to £32.1m (2002 - £26.2m) • EPS up 17% to 36.3p (2002 - 31.0p) • Interim dividend up 10.5% to 10.5p per share • Loan book up 18% to £1.03bn in the first half • First closing of new mezzanine fund The interim results of ICG for the six month period ended 31 July 2003 are set out in Part 2 of this announcement. The Chairman of ICG, John Manser, commented 'I am pleased to report another strong performance by ICG in the six months to 31 July 2003. Prospects for growth in net interest income and core income are good. 'The Placing and Open Offer will strengthen ICG's balance sheet and will enable the Company to take advantage of good growth opportunities whilst maintaining a sound financial structure.' Enquiries: ICG Tom Bartlam (Managing Director) 020 7628 9898 Tom Attwood (Managing Director) 020 7628 9898 Cazenove & Co. Ltd Christopher Smith 020 7588 2828 Brunswick Gill Ackers 020 7404 5959 Part 1 Proposed Placing and Open Offer Introduction ICG proposes to raise approximately £82 million (net of expenses) by means of a Placing and Open Offer of 9,176,804 New Ordinary Shares at 915p per share. Under the terms of the Placing Agreement, which has been entered into in connection with the Placing and Open Offer, Cazenove & Co. Ltd has conditionally agreed to procure placees or failing which to subscribe itself for the New Ordinary Shares to the extent that they are not taken up under the Open Offer. HSBC is acting as Co-Lead Manager and Joint Broker to the Placing and Open Offer. Information on ICG ICG is the leading independent provider of mezzanine finance in Europe. Since its formation in 1989, ICG has arranged or provided over £3 billion of mezzanine finance in nearly 200 transactions across Western Europe. When ICG listed on the London Stock Exchange in 1994, its portfolio of mezzanine loans and investments was £144 million. The portfolio has consistently grown every year since then to over £1 billion at 31 July 2003. The growth in ICG's portfolio has been driven by a number of factors: • the strong growth in the buyout market throughout Western Europe, which is ICG's principal source of business; • ICG's continuing emphasis on developing a mezzanine business in continental Europe, where the growth in buyout activity has been particularly strong. ICG established a Paris office in 1995 and expects to open further offices in continental Europe in the near future. It has built up a team of 15 continental European mezzanine professionals, including French, German, Dutch, Spanish and Swedish; and • the increased size of buyouts and the increased use of mezzanine in such transactions. ICG's portfolio is well diversified by sector and geography. At 31 July 2003, its portfolio consisted of loans to 83 companies spread over 28 sectors and 11 countries. In 2001, ICG opened a small office in Hong Kong with a view to extending its mezzanine business to certain companies in the Asia Pacific region. Over the last two years ICG has established good working relations with the major private equity houses in the region, and is well placed to build the business when financing activity increases following the impact of SARS. In addition to investing its own capital in mezzanine assets, ICG has developed a successful fund management business. At 31 July 2003, ICG had invested third party mezzanine funds amounting to £331 million. In September 2003, ICG achieved the first closing of its new mezzanine fund with equity raised of €295 million. ICG intends to gear up this equity with debt facilities. Taking into account further amounts of equity expected to be raised at subsequent closings of the fund, together with leverage, ICG is confident that this new fund will have cash resources in excess of €1billion. In addition, at the end of September 2003, ICG raised a new €250 million loan fund as a result of which ICG currently manages five non-mezzanine sub-investment grade debt funds amounting in total to over €1.7 billion. The substantial rate of growth seen in the mezzanine portfolio and the fund management business has generated strong and consistent growth in revenues and profitability since ICG listed in 1994. For the year ended 31 January 1994, ICG's core income (net interest income plus fees less administrative expenses) and profit before tax were £6.8 million and £17.8 million respectively. Since then core income and profit before tax have grown to £45.9 million and £53.5 million respectively for the year ended 31 January 2003. Throughout this period of growth, the credit quality of the loan book has remained high and the level of provisions has, in the opinion of the Directors, been acceptable. ICG has maintained a progressive dividend policy, growing distributions on an annualised basis by an average of 13.5 per cent. per annum since the year ended 31 January 1994. Background to and reasons for the Placing and Open Offer Since listing in 1994, ICG has experienced significant growth in its loan book as a result of the high levels of demand seen throughout the UK and continental Europe for mezzanine finance. Although over the last two years M&A activity has materially declined, the European buyout market has remained relatively strong, which, along with increased uncertainty in the financial markets, has helped to produce an attractive environment for mezzanine in general and for ICG in particular. This has led to high levels of new lending and a significant increase in ICG's mezzanine loan portfolio, which in turn has produced strong growth in core income. Over the 12 months to 31 July 2003, ICG experienced a strong level of new lending, and this is expected to continue into the second half of the current financial year. Relatively low levels of repayments over this period combined with the strengthening of the Euro against the pound have contributed to the loan book growing to over £1 billion. ICG has financed its growth with a combination of equity and debt and its policy has been to limit balance sheet gearing (being the ratio of net debt to equity shareholders' funds) to levels the Directors consider appropriate for the nature of ICG's business. Since its listing in 1994, ICG has in most years been able to grow the business while remaining comfortably within a gearing ratio of 4:1. As at 31 July 1999, gearing levels exceeded 3:1 and, with a strong pipeline of potential deals in prospect, ICG could see gearing levels moving closer to 4:1 in the foreseeable future. Consequently ICG raised £54.5 million of equity by means of a rights issue thereby reducing its gearing to more comfortable levels. ICG's loan book has grown from approximately £400 million as at 31 July 1999 to over £1 billion as at 31 July 2003, and its borrowings have increased from £320 million to £838 million. As a result of increases in retained earnings and the net proceeds of the 1999 rights issue, Shareholders funds have grown from £105 million at 31 July 1999 to £235 million at 31 July 2003. As at 31 July 2003, gearing was 3.6:1. The significant and continued growth in ICG's portfolio since the rights issue in 1999 has resulted in growth in core income, pre-tax profits and earnings per share. To enable it to continue this growth, while retaining a prudent financial structure, ICG believes it is now appropriate to raise further equity in order to reduce its gearing and further increase its borrowing capacity. The net proceeds of the Placing and Open Offer of approximately £82 million will be applied in the reduction of short-term borrowings under existing facilities, and consequently, immediately following the Placing and Open Offer, gearing will be approximately 2.4:1. With a favourable background for the use of mezzanine finance, and the strength of the Company's lending activities and its expanding fund management business, the Directors believe there are good prospects for continued growth in core income. Current trading and prospects Part 2 of this announcement contains ICG's interim results for the six month period ended 31 July 2003, which were announced today. These show a strong performance by ICG with core income increasing by 31 per cent. to £28.4 million compared with the corresponding period in the previous year. While net capital gains were slightly down on the previous year, pre-tax profits for the first half increased by 23 per cent. to £32.1 million. ICG has had a good period for new lending with the loan book increasing over the six months by 18 per cent. to £1.03 billion as at 31 July 2003. ICG also achieved the first closing of its latest mezzanine fund and is confident that, once leveraged, this new fund will have cash resources in excess of €1 billion. In addition, ICG raised another fund to invest in non-mezzanine sub-investment grade debt of €250 million. In the second half, ICG continues to see a good flow of mezzanine opportunities which should lead to strong new lending. Prospects for growth in net interest income and core income are good. Details of the Placing and Open Offer ICG proposes to raise approximately £82 million (net of expenses) by way of the Placing and Open Offer. The New Ordinary Shares are being conditionally placed at the Placing Price with placees subject to and to the extent that valid applications under the Open Offer are not made by Qualifying Shareholders. Cazenove has agreed, as agent on behalf of the Company, to invite Qualifying Shareholders under the Open Offer to take up the New Ordinary Shares at the Placing Price, payable in full on acceptance, on the basis of: 2 New Ordinary Shares for every 13 Existing Ordinary Shares registered in the names of Qualifying Shareholders on the Record Date, and so in proportion for any greater or lesser number of Existing Ordinary Shares then held. Entitlements will be rounded down to the nearest whole number and any fractional entitlements to New Ordinary Shares will be disregarded in calculating Qualifying Shareholders' pro rata entitlements. Such fractional entitlements will be aggregated and included in the Placing, with the proceeds retained for the benefit of the Company. Qualifying Shareholders may accept the Open Offer in respect of any number of New Ordinary Shares up to their maximum entitlement as set out on their Acceptance Forms. Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate entitlements under the Open Offer. The New Ordinary Shares will be offered at the Placing Price to Qualifying Shareholders on a pre-emptive basis under the terms of the Open Offer only, and not, in whole or in part, to the public. Pursuant to the Placing Agreement, Cazenove has conditionally agreed to place with institutional and other investors or, to the extent that it fails to do so, itself subscribe for those New Ordinary Shares not taken up by Qualifying Shareholders under the Open Offer. The Placing and Open Offer is being fully underwritten by Cazenove on the terms and subject to the conditions set out in the Placing Agreement. No acceptance in excess of a Qualifying Shareholder's pro rata entitlement will be met and any Qualifying Shareholder so accepting will be deemed to have accepted his maximum entitlement. The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for dividends and other distributions declared, made or paid on or after Admission in respect of the ordinary share capital of the Company. The New Ordinary Shares will not rank for the interim dividend declared on 2 October 2003 for the six month period ended 31 July 2003. The Open Offer is conditional, inter alia, upon: (i) the Placing Agreement becoming unconditional (save for any condition relating to Admission in any of those agreements), and not having lapsed or been terminated in accordance with its terms prior to Admission; and (ii) Admission having become effective by no later than 8.00 a.m. on 27 October 2003 or such later time and/or date as ICG and Cazenove may agree (but, in any event, not later than 8.00 a.m. on 7 November 2003). If Admission does not take place, New Ordinary Shares will not be issued under the Placing or the Open Offer and all monies received by Computershare will be returned to the Qualifying Shareholder (at the Qualifying Shareholder's risk) without interest within 14 days thereafter. Application has been made to the UKLA and to the London Stock Exchange for all of the New Ordinary Shares to be admitted, respectively, to the Official List and to trading on the London Stock Exchange's market for listed securities. Admission is expected to occur on 27 October 2003, when unconditional dealings in the New Ordinary Shares are expected to begin. Certain Directors and their connected persons have expressed their intention to accept the Open Offer. Such acceptances amount to 72,556 New Ordinary Shares out of a total of 297,434 New Ordinary Shares which the Directors are entitled to take up under the Open Offer. Expected Timetable of Principal Events Record Date for the Open Offer Close of business on Tuesday 30 September 2003 Latest time and date for splitting of Acceptance Forms 3 p.m. on Wednesday 22 October 2003 Latest time and date for receipt of completed Acceptance Forms and payment in full 3 p.m. on Friday 24 October 2003 Commencement of dealings in New Ordinary Shares 8 a.m. on Monday 27 October 2003 Stock accounts in CREST credited with New Ordinary Shares Thursday 30 October 2003 Despatch of definitive certificates for New Ordinary Shares By Friday 31 October 2003 Part 2 Interim results for the six months ended 31 July 2003 Chairman's Statement Introduction I am pleased to report another strong performance by ICG in the six months to 31 July 2003. Core income rose by 31 per cent. to £28.4 million compared with the corresponding period last year, primarily as a result of the particularly strong growth in net interest income. Net capital gains were slightly down on the previous year and pre-tax profits for the first half increased by 23 per cent. to £32.1 million. In the current financial year we have taken further significant strides in developing our fund management business. We have had a first closing on our latest mezzanine fund, the total size of which we are confident will exceed €1bn, including gearing. In addition, we have closed another fund to invest in sub investment grade debt of €250m. In the first half we have seen a strong flow of attractive mezzanine opportunities throughout Europe, as a result of which, ICG has increased its loan book by 18 per cent. to £1.03bn at 31 July 2003. We believe that, in order to continue to grow our lending business, while maintaining prudent levels of gearing, it is now appropriate to raise new equity. Accordingly, we are proposing to raise approximately £82 million net of expenses by means of a Placing and Open Offer to shareholders. The European mezzanine market The buyout market in the UK and Continental Europe was active in the first half of 2003 despite the negative impact on the marketplace of the Iraq war. While the value of buyouts at approximately £18bn was less than in the second half of 2002, it was nearly 50 per cent. higher than in the first half of last year. The use of mezzanine in buyouts has been particularly strong, with the total value of mezzanine invested in the first half of 2003 amounting to approximately £1.6bn, which represents approximately 9 per cent. of total buyout financing, which is the highest level it has been in recent years. This high usage of mezzanine was driven by the need for private equity arrangers of buyouts to enhance returns in their financial structures and their increased willingness to use mezzanine rather than high yield bonds in some of the larger transactions together with the increased availability of mezzanine finance. We have continued to see banks competing strongly for senior and mezzanine debt arrangement mandates, and we have seen funds raised by two US investment banks being more active investors in the mezzanine market. However, ICG remains one of the largest independent mezzanine investors with a strong pan European team and has therefore been approached on the majority of the significant mezzanine financings in the market. Gearing levels have been quite high for some of the larger buyouts but, for the most part, have fairly reflected the risk of the transaction. Pricing has also been satisfactory with no erosion of cash margins. We have continued to see mezzanine in larger buyouts being structured with increased amounts of rolled-up interest at the expense of warrants but with similar total return expectations. Asia Pacific Our Hong Kong based mezzanine operation had a quiet six months as a result of the negative impact of SARS on business in the region. However, business has now returned to normality and there is a pick-up in activity. Loan portfolio We had a good start to the financial year in terms of new lending and, following a slowdown in activity because of the Iraq war, we saw a significant upturn in the number of mezzanine lending opportunities, several of which were quite large. As a result of this, we have had a strong six months of new lending in which we arranged or provided a total of £285 million of financings of which £178 million was invested on our balance sheet and £78 million was invested on behalf of our fund management clients, with the balance being syndicated to third party investors. These new loans were to ten different companies of which three were in the UK, three were in Germany, two were in France and one was in each of The Netherlands and Spain. During the first half we had a relatively quiet period for repayments with a total of £60 million being repaid. The appreciation of the Euro against Sterling in the first half of our financial year had the effect of increasing the sterling value of our loan portfolio by £46 million. As a result of the above ICG's loan book grew by 18 per cent. to £1.03 billion. Our first half saw continuing difficult business conditions throughout western Europe. There have been two new underperformers in our portfolio in the period but this was matched by some of the investments, which were performing poorly, now starting to improve. Overall we believe that our portfolio has performed satisfactorily, taking into account the economic background. Funds under management Funds invested on behalf of our mezzanine fund management clients increased during the first half to £331 million. As our last mezzanine fund is nearly fully invested, we have been working on raising a new fund. We are pleased to be able to announce the first closing of €295 million of equity in this new fund at the end of September. As a result of anticipated further closings, together with our intention to gear up this fund, we are confident that the fund will have total cash resources in excess of €1 billion. This fund will take a higher proportion of new investments than the last fund and will significantly increase the scale of our mezzanine fund management business in the future and will help to consolidate ICG's position as one of the biggest investors in the European mezzanine market. High yield bond markets strengthened somewhat in the first half of the year and this has helped the performance of our two CDOs, although their performance continues to be below our original expectations. The performance of our two loan funds continues to be satisfactory and we were pleased to be able to announce at the end of September the raising of a further loan fund of €250 million. As a result of this last fundraising the funds under management in high yield and leveraged loans amount to over €1.7 billion. Core income Core income, which comprises net interest income and fee income less operating expenses, rose very strongly by 31 per cent. to £28.4 million compared with the first half of the previous year, driven primarily by the 43 per cent. growth in net interest income to £28.1 million. This increase arose from the 39 per cent. growth in our portfolio over the past 12 months and the continuing use of roll-up interest together with the strengthening of the Euro against Sterling. Fee income increased by 5 per cent. to £8.9 million compared with the first half of the previous year. Fund management fees increased by 16 per cent. to £5.1 million, as a result of the increase in funds invested, which more than compensated for the slight fall in arrangement and agency fee income from £4.1 million to £3.8 million, a result of lower fees on some of the new transactions. Operating expenses, net of the cost of the medium term incentive scheme, increased by 18 per cent. to £7.7 million, primarily as a result of an increase in personnel costs. Capital gains and provisions Capital gains reached £15.9 million, a similar level to the first half of last year. This can be regarded as satisfactory in light of the difficult market conditions for exiting investments, particularly through the IPO market. We have made, at the half year, net provisions of £9.0 million to cover the deteriorating performance of a small number of our investments. After charging these provisions and the cost of our medium term incentive scheme, net capital gains amounted to £3.7 million. Dividends The Board has declared an interim dividend of 10.5p per share, an increase of 10.5 per cent. over the interim dividend of 9.5p per share which was paid last year. This is payable on 31 October 2003 to shareholders on the register on 10 October 2003. Funding In June, we successfully raised over £200 million of new debt facilities by means of a securitisation of part of our portfolio. We were pleased to be able to take advantage, for the first time, of this new source of borrowings, which is capable of providing us with further debt in the future. This has resulted in our total borrowing facilities amounting to £992 million at 31 July 2003. There was a material increase in our borrowings during the first half from £671 million at the beginning of the year to £912 million at 31 July 2003. This arose primarily from the increase in our loan book, the appreciation of the Euro against Sterling and the borrowings we had taken on to fund short term loans which we warehoused for, and have now passed on to, our new mezzanine fund. Excluding these short term borrowings of £74 million, which have now been repaid, the borrowings to finance our portfolio amounted to £838 million at 31 July 2003, which represented a gearing ratio of 3.6:1. It is because of this relatively high gearing, resulting from a strong flow of attractive investment opportunities, and the need to raise additional funding for such deals in the future that we have decided that it is appropriate to raise further equity from our shareholders. Board appointments I am pleased to report that Christophe Evain, who previously ran our Paris office and is now responsible for our Asia Pacific business, and Francois de Mitry, who now runs our Paris office, are joining the Board. At the same time I have to announce that Jean-Loup de Gersigny, one of the founders of ICG, who has made an enormous contribution to the company, will be retiring from the Board at the end of January 2004. Prospects The demand for mezzanine has been strong over the past twelve months and we believe it should continue for the rest of the year, although not perhaps at quite the same pace. ICG's market position is good and will be further strengthened by our new mezzanine fund. We therefore expect to see a healthy flow of mezzanine opportunities. Since the end of July, we have completed 3 new transactions which has resulted in £55 million being invested on our Balance Sheet and £50 million by our managed funds. This should provide the platform for another strong period for new lending in the second half. Levels of repayment are, as ever, hard to predict but we think it likely that they will be higher than in the first half. The prospects for growth in net interest income and core income in the second half are good. We expect to make further capital gains in the second half but as always it is impossible to forecast accurately what levels will be achieved. While our portfolio has to date performed well in a difficult business environment, it does include a small number of underperforming investments which we continue to monitor closely. With a strengthened Balance Sheet, on the completion of the Placing and Open Offer to raise approximately £82 million, we believe ICG, with its strong pan-European team and leading position in the attractive and active European mezzanine market, is well placed to continue the growth of its mezzanine lending activities. This, along with its growing sub investment grade debt fund management business, makes us confident of the prospects for the company. John Manser Chairman 2 October 2003 Consolidated Profit and Loss Account for the six months ended 31 July 2003 Half year to Half year to Year to 31 July 31 July 31 January 2003 2002 2003 (unaudited) (unaudited) (audited) £m £m £m Interest and dividend income 41.9 31.6 66.9 Gain on disposals 15.9 16.3 33.9 Fee and other operating income 8.9 8.5 17.9 _______ _______ _______ 66.7 56.4 118.7 Interest payable and similar charges (13.8) (12.0) (24.4) Provisions against loans and investments (9.0) (8.0) (17.5) Administrative expenses (11.8) (10.2) (23.3) _______ _______ _______ Profit on ordinary activities before taxation 32.1 26.2 53.5 Tax on profit on ordinary activities (10.6) (8.0) (18.4) _______ _______ _______ Profit on ordinary activities after taxation 21.5 18.2 35.1 Dividends paid and proposed - ordinary shares (6.3) (5.6) (18.3) _______ _______ _______ Retained profit transferred to reserves 15.2 12.6 16.8 ======= ======= ======= Earnings per share 36.3p 31.0p 59.8p ======= ======= ======= All activities represent continuing operations Profit on ordinary activities before taxation is split as follows: Core income Net capital gains 31 July 31 July 31 July 31 July 2003 2002 2003 2002 (unaudited) (unaudited) (unaudited) (unaudited) £m £m £m £m Income Interest and dividend income 41.9 31.6 - - Gain on disposals - - 15.9 16.3 Fee and other operating income 8.9 8.5 - - _______ _______ _______ _______ 50.8 40.1 15.9 16.3 Less: Interest payable and similar charges (13.8) (12.0) - - Provisions against loans and investments - - (9.0) (8.0) Administrative expenses (8.6) (6.5) (3.2) (3.7) _______ _______ _______ _______ 28.4 21.6 3.7 4.6 ======= ======= ======= ======= Consolidated Balance Sheet 31 July 2003 31 July 31 July 31 January 2003 2002 2003 (unaudited) (unaudited) (audited) £m £m £m Fixed assets Tangible assets 1.5 1.8 1.6 Loans 938.9 654.5 801.4 Investments 91.8 85.2 74.7 Current assets Debtors 41.2 19.2 26.5 Loans and investments 90.9 17.0 53.2 Cash at bank 48.7 0.8 1.9 _______ _______ _______ 180.8 37.0 81.6 _______ _______ _______ Total assets 1,213.0 778.5 959.3 ======= ======= ======= Capital and reserves Called up share capital 11.9 11.7 11.8 Share premium account 89.1 85.3 86.0 Capital redemption reserve 1.4 1.4 1.4 Profit and loss account 132.2 112.8 117.0 _______ _______ _______ Equity shareholders' funds 234.6 211.2 216.2 Creditors: amounts falling due after more than one year 815.2 539.1 627.0 Creditors: amounts falling due within one year 163.2 28.2 116.1 _______ _______ _______ Total capital and liabilities 1,213.0 778.5 959.3 ======= ======= ======= Consolidated Cash Flow Statement for the six months ended 31 July 2003 Half year to Half year to Year to 31 July 31 July 31 January 2003 2002 2003 (unaudited) (unaudited) (audited) £m £m £m Operating activities Interest and dividends received 36.8 29.2 58.0 Gain on disposals 15.9 16.3 33.9 Fee and other operating income 6.1 6.6 17.0 Administrative expenses (18.3) (13.0) (15.8) _______ _______ _______ 40.5 39.1 93.1 _______ _______ _______ Interest paid (23.0) (12.8) (27.6) _______ _______ _______ Net cash inflow from operating activities 17.5 26.3 65.5 Taxation paid (11.8) (4.4) (10.2) Capital expenditure and financial investment Loans and investments made (181.7) (148.5) (292.9) Realisations of loans and investments 59.7 66.4 132.9 Loans for syndication (29.8) 70.4 (20.3) _______ _______ _______ (151.8) (11.7) (180.3) Purchase of tangible fixed assets - (0.4) (0.4) _______ _______ _______ (151.8) (12.1) (180.7) _______ _______ _______ Equity dividends paid (12.8) (11.4) (17.0) _______ _______ _______ Net cash outflow before financing (158.9) (1.6) (142.4) Financing Increase in share capital 3.2 0.1 0.9 Increase in debt 202.5 1.2 142.3 _______ _______ _______ Increase/(decrease) in cash and cash equivalents 46.8 (0.3) 0.8 ======= ======= ======= Notes 1. Basis of accounting The interim financial statements have been prepared under the historical cost convention and on the basis of the accounting policies set out in the statutory accounts of the group for the year ended 31 January 2003. 2. Earnings per share The calculation of earnings per share is based on earnings of £21.5 million (2002 - £18.2 million) and an average number of shares in issue throughout the period of 59,307,144 (2002 - 58,658,402). 3. Dividends The interim dividend of 10.5p per share will be paid out to members registered at the close of business on 10 October 2003. 4. Investments The group's portfolio of warrants and listed shares is included in investments at the lower of cost or net realisable value. 5. General The interim financial statements for the half year to 31 July 2003 were approved by the Board on 1 October 2003.These financial statements are unaudited, but they have been reviewed by the auditors, having regard to the bulletin 'Review of Interim Financial Information' issued by the Auditing Practices Board. The comparative figures for the year ended 31 January 2003 have been extracted from the group's statutory accounts which have been delivered to the Registrar of Companies. The auditors' report on those statements was unqualified and did not include a statement under Section 237 (2) or (3) of the Companies Act 1985. Copies of this statement are being sent to all shareholders and are also available at the registered office of the Company. This information is provided by RNS The company news service from the London Stock Exchange
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