Trading Statement

Worthington Nicholls Group plc 07 December 2007 Worthington Nicholls Group Plc ('Worthington Nicholls' or the ' Company') Current Trading Update 7 December 2007 INTRODUCTION In the announcement dated 15 October 2007 (the 'Trading Update'), the Company disclosed inter alia, proposed write-downs to net assets of £6.5 million as at 31 March 2007. These proposed write-downs were disclosed following the Directors' own review and took into account a draft report dated 12 October 2007 prepared by KPMG as independent advisers who had been asked to conduct a review of certain asset categories in the balance sheet of the principal trading company as at 31 March 2007. On 21 November 2007, Simon Beart, William Good and Rodney Mann (the 'New Board'), were appointed to the Board. The Company's shares were suspended from trading on AIM on 3 December 2007. The New Board has reviewed the write-downs, and believes that additional disclosures to the Trading Update are required. In addition, following further work, by both KPMG and the New Board, further provisions and write-downs are believed necessary. This announcement sets out the New Board's current estimate of the write-downs that it anticipates will be required. The New Board is not anticipating that further material write-downs, other than as disclosed in this announcement, will be required. WRITE DOWNS / PROVISIONS Initial provisions included in the Trading Update figure of £6.5 million as announced on 15 October 2007 were as follows: As at 31 March 2007 £'000s Matched costs* 3,100 Trade debtors and retentions 760 Specific contract issue 699 Unallocated accrued income 500 Stock and WIP 776 Debit notes not recovered 300 Other 365 Total 6,500 * Matched costs was the name given by the Company to expenditure carried forward to be matched against future revenue. This expenditure should have been expensed. The scope of the independent review commissioned from KPMG was limited to consideration of some of the principal assets in the balance sheet of Worthington Nicholls Group Plc and a brief review of the Woods Holdings Wilmslow Limited (and its subsidiaries) ('Woods') which was acquired by the Group in May 2007. The scope of the independent review did not cover the rest of the Group. After further review the New Board currently estimates that adjustments of aggregate £15.9 million will be required to reduce the net assets as reported in the management accounts as at 30 September 2007. These adjustments are stated before taking into account impairment of goodwill and taxation matters: Estimated adjustments required to the September 2007 Management Accounts 31 March 07 30 September 07 Total Per 15 Oct 2007 Management Accounts* Provisions announcement £'000s £'000s £'000s Matched costs 3,100 3,100 Trade debtors and Retentions 760 3,000 3,760 Specific contract issue 699 699 Unallocated accrued income 500 2,700 3,200 Stock and WIP 776 200 976 Debit notes not recovered 300 300 Other items 365 800 1,165 Fixed Assets 800 800 Other Prepayments 400 400 Loss making contracts 1,500 1,500 _____ _____ ______ Total 6,500 9,400 15,900 * Further work will be carried out to determine the allocation of these adjustments between the different accounting periods. PREVIOUS YEARS' TRADING The accounting adjustments outlined above include amounts to be allocated in respect of prior-year accounting periods. The amount of matched costs included in debtors was £0.7 million at 1 October 2005 and £3.1 million at 30 September 2007. The New Board will not carry forward any element of matched costs relating to pre-contract expenditure. In addition, across the Group, debtors over 90 days currently amount to £2 million and unpaid retentions are currently being written off which have been taken to profit in at least the last two accounting periods to 30 September 2007. YEAR ENDED 30 SEPTEMBER 2007 In the Trading Update the previous Board stated that 'prior to the effects of the write offs referred to above (£6.5million as disclosed in the Trading Update) the Board believes that the Group will report results that are materially in line with its statement of 17 August 2007', being a break-even result. This indication of break-even trading was stated as prior to the effects of the write-offs then disclosed. A significant element of these write-offs relate to trading issues in the year ended 30 September 2007, including unallocated accrued income of £500,000 and an increase in matched costs in the year of approximately £715,000, as detailed above. This result also included a pre-acquisition, exceptional profit of approximately £476,000 generated by a property sale in respect of a recently-acquired subsidiary. CARRYING VALUE OF INVESTMENTS As a result of work conducted by both KPMG and the New Board, and on the basis of the Group's current trading, the New Board believes that the carrying value of the Group's trading subsidiaries, per the management accounts as at 30 September 2007, which is in excess of approximately £45 million, is likely to be significantly overstated. An impairment review, audited by Deloitte, will be conducted and the appropriate adjustments will be disclosed in the Report and Accounts of the Group for the year ended 30 September 2007. Forensic Investigation KPMG has examined some but not all of the circumstances surrounding the need for provisions and write-downs across the Group. KPMG has drawn the New Board's attention to various accounting matters including, inter alia, the accounting for matched costs and accrued income in Worthington Nicholls Group Plc and the available support for some of the reported numbers. The Company is taking further professional advice, to establish, inter alia the implications relating to the accounting matters referred to above. Management The former Chief Executive, Mark Worthington, has been dismissed. Alastair Stoddart, until recently the acting Executive Chairman, has resigned. Rodney Mann will, therefore, become Chairman. The New Board is expected to make other senior management changes and replacements shortly. Advisers The Company will be appointing Deloitte as auditors in replacement for HWCA Ltd of Preston Lancashire and has appointed Osborne Clarke as group legal advisers. As stated previously, Cenkos Securities plc has been appointed as the Company's Nominated Adviser in place of Blue Oar Securities plc. Year End The new Board believes that it is inappropriate for a business such as the Worthington Nicholls Group to have a 30 September year end requiring annual results and update during the December/January period. Accordingly, it is proposed that the Group's year end and that of all its subsidiaries be moved to 31 March. The Group will, therefore, publish audited accounts for the year ending 30 September 2007 and for the six month period to 31 March 2008. CASH BALANCES The Group has net cash balances of approximately £10 million. This amount does not include a repayment mortgage of approximately £1.06 million in respect of an investment property held on the balance sheet at a value of approximately £1.5 million, loan notes redeemable in May 2008 to the value of £675,000 and hire purchase liabilities to the value of approximately £150,000. The New Board is not aware of any further material indebtedness. The Board has reviewed the liabilities potentially payable under the earn outs relating to previous acquisitions. These payments are currently not estimated to exceed £3 million in aggregate and are expected to be satisfied in cash over the next two years, subject to agreed profit targets being achieved. PROSPECTS AND FINANCIAL STATUS The New Board intends to adjust rapidly the fixed cost base where appropriate, generating immediate monthly cash savings. The changes to financial process and management will take a period of time but these are challenges with which the New Board is familiar. The group remains robustly financed with substantial cash balances and the New Board believes that the group is one of the larger and more experienced competitors in its markets, with considerable engineering and technical skills. The Board does not expect service levels or engineering skills to be adversely affected as result of recent changes and the adjustment to the cost base. The Group will, therefore, continue to manage existing business for customers and continues to seek to win new business including bidding for at least two large new contracts. Following this statement the New Board has requested that trading in its ordinary shares on AIM be restored. It is anticipated that trading in the Company's shares will be resumed at 7:00 a.m. on 10 December 2007. For further information, please contact: Worthington Nicholls Group plc Simon Beart, Chief Executive 07710 444370 Cenkos Securities plc Nicholas Wells 020 7397 8900 This information is provided by RNS The company news service from the London Stock Exchange
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