Final Results

Keller Group PLC
8 March 2001



                  Keller Group plc ('Keller'/'the Group')

                KELLER ENTERS 2001 WITH RENEWED CONFIDENCE

Keller Group, the global construction services group, announces preliminary
results for the year ended 31 December 2000.

Highlights

 - Operating profits before restructuring costs and amortisation of goodwill
   £17.7m  (1999: £19.4m);

 - Turnover £313m (1999: £314.9m); 

 - Earnings per share 17.9p (1999: 21.5p)

 - Final dividend of 5.65p; total dividend for the year up 9% at 8.5p (1999:
   7.8p)

 - Record order book 45% ahead of 1999

 - Improved contribution from Keller Ground Engineering

 - Five earnings enhancing acquisitions during 2000 strengthening geographic
   coverage and product range

 - Continuing expansion of non-foundation specialist services now accounting
   for 15% of Group operating profit.

Keller Chairman, Dr J M West, commented:

'2000 was a challenging year for Keller, however we remain committed to our
strategy of strengthening our position as an international market leader in
foundation services.

'Our five acquisitions during the year are performing well and are enhancing
market coverage and product range.  We are also committed to continuing to
expand our range of specialist services outside the foundations area. 

'With an order book at a record level and the good performance of the
businesses acquired during the year, I look forward with confidence to a much
improved result in 2001.'

For more information:

Tom Dobson, Chief Executive         Keller Group       020 7398 0800*
Justin Atkinson, Finance Director   Keller Group       020 7398 0800*
* on Thursday 8 March - thereafter on 020 8341 6424
Christopher Joll/Nick Lambert       GCI Financial      020 7398 0800


CHAIRMAN'S STATEMENT

Group sales were £313m (1999: £314.9m) with an operating profit, before
restructuring costs and amortisation of goodwill, of £17.7m (1999: £19.4m)
producing a basic earnings per share of 17.9p (1999: 21.5p).  This is the
first drop in sales and profit since flotation but is nevertheless a very
creditable result in a challenging year.

Keller remains committed to a strategy of strengthening its position as an
international market leader in foundation services and in pursuit of this aim,
made five acquisitions during the year. These have all performed well and are
already enhancing the Group's market coverage and product range.  We are also
committed to continuing to expand our range of specialist services outside the
foundations area.  This part of Keller Group's operations already contributes
15% of Group operating profit and there are good prospects for the continued
growth of this part of our business. 

Given the underlying strength of Keller, the benefits that will be derived
from our expansion into new services and from the restructuring of our core
business, the board is recommending a continuation of our progressive dividend
policy with a final dividend of 5.65p per share.  This brings the total
dividend for the year to 8.5p (1999: 7.8p) an increase of 9% over the previous
year.  The final dividend will be paid on 31 May 2001 to shareholders on the
register at the close of business on 4 May 2001.

In reviewing the Group's performance in 2000, a substantial part of the
shortfall came from costs incurred in restructuring operations in Europe and
Australia, while the other main component was unexpectedly sluggish sales in
the core business well into the second half of the year.  I am pleased to be
able to report, therefore, that trading improved in the closing quarter,
particularly in the United States.

In January this year, Keller announced the retirement of Klaus Kirsch from the
board.  Klaus joined Keller in 1969 and has been responsible for Group
operations in Continental Europe and Overseas since 1985 and a main board
director since 1990.  Klaus Kirsch has made an outstanding contribution to the
development of Keller Group and the board wish him well in his retirement.

Following a strategic review last year, a new executive committee, chaired by
the chief executive, has been formed to focus on current operations as well as
the implementation of strategies within the main operating divisions.  This
will enable the board to concentrate on the major strategic opportunities
available to the Group.

Keller is a people business and we are committed to providing training and
opportunities to allow our staff to achieve their full potential.  We rely on
the commitment and dedication of our workforce and I would like to take this
opportunity to thank all of them for their hard work in 2000.


In closing, I am pleased to be able to report to shareholders that the
recovery I referred to above has been sustained and Keller enters 2001 with an
order book 45% ahead of the same period last year, on a like for like basis. 
This fact, plus a good performance from the businesses we acquired during the
year, gives us the confidence to anticipate a much improved result in 2001.

Dr J M West
Chairman
7 March 2001

OPERATING REVIEW

Keller's broad geographic spread with operations in over 30 countries means
that, in any given year, we face a wide variety of market conditions.  The
year 2000 was no exception with market economics ranging from depression in
Indonesia to growth in countries such as France.  In our main markets, we were
adversely affected by a major slowdown in construction activity in Australia,
related to the Olympic Games, while in the United States a series of delayed
starts on major projects led to weaker than anticipated results during the
summer months.  The American position reversed in the fourth quarter with very
high sales activity which has continued into the early months of 2001.  In the
UK, market conditions remain strong in the repair and refurbishment sector in
which Makers operates while in the foundations sector, activity continues at
levels similar to recent years.  Market conditions in Europe were mixed with
the continuing slowdown in Germany being offset by growth in France, Italy and
Poland.

In furtherance of our stated strategy, the Group completed several
acquisitions during the year which will enhance both our regional presence and
our product portfolio.  Most notable of these acquisitions was the purchase of
a 50% interest in the Swedish soil mixing contractor, Lime Column Markteknik
AB (LCM).  This acquisition will give Keller Group access to lime column
technology for the stabilisation of very soft soils with applications in the
construction of highways and the upgrading of high speed rail tracks.  This
dry system is well established in Northern Europe and it is our objective to
transfer this technology to other regions of the world using Keller's current
outlets. 

The Americas
As anticipated, operating margins in North America declined from the
outstanding level of 1999, however, they remain well above the average
attained by the Group.  This, combined with an 8% fall in like for like sales,
gave rise to a decline in profits for the year.

In Hayward Baker, all regions, with the exception of the Western Region
achieved or surpassed budgeted sales and margins.  Major projects undertaken
during the year included a comprehensive design build foundation package for
the upgrading of a power plant in West Virginia to meet current emission
standards.  Hayward Baker's Northern Region engineers designed and installed
in excess of 1,000 high capacity mini piles on a very congested site, avoiding
the need for major earthworks, and offering the client considerable savings in
both time and money.  The success of this project has led to the negotiation
of further work on other power plants.  In Florida, Hayward Baker provided the
ground treatment work to support a major extension to the convention centre in
Orlando.  This performance based contract incorporated a combination of vibro
replacement and compaction grouting to treat the soils to support the new
structure.  Other major contracts included slope stabilisation work on a
famous scenic highway in Glacier National Park in Montana and a cement grout
injection contract to prevent leakage of ground water into a sewer tunnel in
Niagara Falls, New York.  This contract was carried out under a unique 'shared
risk' concept where Hayward Baker was paid based upon the reduction in volume
of ground water entering the tunnel.

In Case Foundation, once again the Western Division produced the best results
with a series of caisson contracts for high rise apartment and office
structures in and around Chicago.  In addition to the strong commercial
building market, a major bridge contract for the Illinois Department of
Transportation was completed using both bored and driven piling systems.  In
the Eastern Division, the largest single contract was to provide the
foundation support for a major new parking structure at Newark Airport in New
Jersey.  The Piling Division carried out a large number of small to medium
sized jobs with generally good margins supplemented by two large excavation
support contracts at the Shedd Aquarium in Chicago and for the Lakefront
Busway also in downtown Chicago.  Case Atlantic continues to benefit from the
infrastructure spend associated with TEA 21 with most of its volume coming
from bridge work in Florida, Alabama, Georgia and South Carolina.  The largest
single project, however, was for foundations to a bridge over the Pascagoula
River in Mississippi.

Outside the United States, the largest job undertaken by Hayward Baker was in
Korea where contacts through our Denver office provided the opportunity to
carry out remedial compaction grouting to control seepage through a dam in the
interior of the country.  In Mexico several small to medium sized contracts
contributed to sales well ahead of last year.

United Kingdom
In the ground engineering business, the piling and ground improvement product
lines produced a good result for the year.  The turnaround from 1999 was
substantial with our continuing work at Canary Wharf being undertaken at
better margins while in driven piling we utilised our patented enlarged head
pile to produce a foundation system for heavily loaded floor slabs for
distribution centres throughout the UK.  On the ground improvement side, work
consisted of a very large number of small to medium sized contracts and the
introduction of our in-house designed and built mini-rig for dry top feed
stone columns offered a competitive advantage.  One of the larger contracts
involved the construction of vibro replacement stone columns for a new
warehouse near Stirling.

The Geotechnical Division was affected by the lack of large infrastructure
projects, in particular, the delay to commencement of the Channel Tunnel Rail
Link and also from the indecision regarding the ownership and management of
the London Underground.  Major projects included a jet grouted slab at Caister
near Great Yarmouth to facilitate construction of a new waste water tank. 
This contract was carried out in partnership with Anglian Water and Biwater
and was undertaken on a target cost basis.  Towards the end of the year, work
commenced on a compaction grouting contract in Reading where existing
structures have suffered severe settlement due to the existence of voids in
the ground.

In Makers, activity was generally strong with the Eastern Region having
particularly high sales, while Western Division and Civil Engineering Repair
Division (CERD) generated sales in line with budget.  Major refurbishment
projects dominated the Eastern Region with the five storey Kensal House
project at Ladbroke Grove in London providing a strong start to the year. 
This contract involved a total external refurbishment to the structure plus
certain internal renovations including the installation of new kitchens. 
Further work of a similar nature was secured during the year for two tower
blocks in Waltham Forest and this work is now underway with completion towards
the end of 2001.  CERD had a good year with major term maintenance contracts
for Northwest Water and West of Scotland Water providing good continuity of
work.

The Western Division, while offering a full range of services, specialises in
the refurbishment of car parks.  During the year it was awarded a contract to
investigate the condition of the car parks at Gatwick and Heathrow airports
and to report to BAA on necessary repairs.  On completion of this
investigation, Makers was awarded substantial contracts to carry out major
repair and resurfacing works at both airports.  The acquisition of Allied
Mechanical Services Ltd (AMS) early in the year also provided additional
impetus to our repair and maintenance operations and will significantly
improve our ability to offer complete packages.

Continental Europe and Overseas
In Euro terms, our Continental Europe and Overseas business performed well
during the year with sales and operating profit maintained at last year's
strong level.  This performance was achieved against the background of
generally good market conditions in Continental Europe with the exception of
Germany where construction volumes continued to decline with the cancellation
of the Maglev project between Hamburg and Berlin being a particularly severe
blow.  Outside Europe, operating profits were ahead of last year with
significant improvement in the Far East markets more than offsetting a
shortfall in sales in the Middle East.

Results from Europe were supported by a strong result from Austria where
Keller was involved in sophisticated soilcrete jet grouting for a new town
hall in Innsbruck and for the restoration of the historic Palais Coburg in
Vienna.  The result this year for the first time includes a significant
contribution from Italy where two major contracts were undertaken, the first
being slope protection using soilcrete and anchors for a new casino at
Campione D'Italia, and the second being an extensive vibro compaction in
alluvial soils for a new paper mill near Turin.  Other major contracts
included the completion of piling work for Expo 2002 in Switzerland,
compensation grouting to secure the railway station in Antwerp during
tunnelling and a series of soil improvement contracts for infrastructure
projects in the Netherlands, Spain and France.  In Poland, we constructed
foundations utilising deep soil mixing for the Papal Institute in Krakow while
in Portugal, we carried out a comprehensive site investigation programme for
the new Lisbon international airport.  In Germany, Keller installed in excess
of 8,000 vibro concrete columns to support a new Opel facility in Russelsheim
while in the Ruhr area, we were called upon for a major emergency programme to
protect private homes from severe subsidence caused by the collapse of shallow
coal workings.  Ultra fine cement was used for the stabilisation of the
foundation of an existing bridge near Berlin while in the Eastern Lander, work
continued on very deep compaction in the Lausitz.

In the Overseas Division, while volume in the Middle East fell below last
year, several important jobs were completed including soil improvement by
vibro stone columns for the extension of a desalination plant in Abu Dhabi. 
In Egypt, Genco installed 50 metre deep piles for the Temsa Petrochemical
Plant using their proprietary Multiton piles.  In addition, Genco installed
1.0 metre diameter bored piles for a bridge foundation at Toshka in the upper
Nile and also 800 precast concrete piles driven to 30 metres for a new power
plant in Tunisia.  In the Far East, activity increased as the year progressed
with dry bottom feed stone columns being installed to support a major power
plant at Manjung in Malaysia, soil improvement work to stabilise slopes at
Putrajaya, the new Malaysian capital and vibro stone columns to provide stable
foundations for the new Kerteh to Kuatan railway line.

In Singapore, in addition to our continuing work at Changi Airport, we
commenced vibro compaction at Jurong where a major reclamation project is
underway for the extension of an industrial complex.  Towards the end of the
year, we also started soil improvement work at the Capco/Tech plant in Taiwan
and in an off-shore operation, we commenced vibro compaction work for the
Indian Navy at Kar, on the west coast of India.

Australia
Results in Franki Pacific Holdings were disappointing with sales down one
third and a loss in the business attributable to both a post Olympic slowdown
and hesitant investment following the introduction of a goods and services
tax.  The business has been restructured to reflect lower levels of activity
both in Australia and Indonesia.  The New South Wales market was particularly
depressed following the Olympics, however, bridge foundations for a large road
project in northern NSW did bolster the division's performance.  The Victoria
office became active in the second half particularly driving precast piles in
the Melbourne Docklands redevelopment project which will continue into 2002. 
In Queensland, Franki completed piling for the Brisbane Airport Rail Link, an
elevated light rail system.  Indonesia's base mini pile market was active with
competition putting pressure on margins, notwithstanding two driven cast in
situ pile projects which contributed positively to enable a close to budget
result.

Strategy
Our fundamental strategy of organic growth in Europe complemented by
acquisitions to strengthen geographic coverage, product range and technical
excellence remains the basis of future growth in our core foundation business.
The organic growth achieved in some parts of Europe during 2000 was negated by
reduced volumes in Germany.  However, our acquisition in Switzerland and our
stake in LCM, together with growth in the recently established businesses in
Poland, Italy and Spain should provide opportunities in the future.  In North
America, our strong performance in the fourth quarter has carried over to the
early part of 2001 and with a full year benefit from the regional acquisitions
completed in the second half of 2000, we anticipate a return to growth in
2001.  With the acquisition of AMS, Makers now accounts for more than 50% of
our UK sales and profits and with its enhanced product range, it is now well
placed to take advantage of the growing market for facilities management and
outsourcing through partnering relationships with local housing authorities
and the privatised utilities and transport sectors.

Through Keller's global reach, we continue to seek acquisition opportunities
in Europe and the US to broaden the range of technical services Keller offers
to world markets.  Such acquisitions must be earnings enhancing and offer
opportunities for growth.

FINANCIAL REVIEW

As was indicated in our trading statement made in mid November, both sales and
operating profit for 2000 were lower than last year primarily as a result of
delayed starts to contracts in the US and restructuring costs taken against
operating profit.  Turnover fell by £1.9m to £313m and operating profit before
restructuring costs and goodwill amortisation reduced by 9% to £17.7m.  Our US
business reported sales of £110.1m and operating profits before amortisation
of goodwill of £9.9m which, although down on the previous year, showed an
operating margin of 9%, still the best achievement in the Group.  Activity in
Franki, our Australian business, was weak in 2000 as a result of the slowdown
in the Australian construction market, with sales falling by nearly one third.
The Continental Europe and Overseas operations had a good year and, at
constant exchange rates, operating profit before restructuring costs remained
level on slightly increased sales giving an operating margin of 5.2%.  The UK
operations increased sales by 5% and operating profit before restructuring
costs and goodwill amortisation by 23% excluding the benefit of acquisitions
in the year.

In total, five bolt-on acquisitions were made in the year which added some
£10m to turnover and £1.2m to operating profit before amortisation of
goodwill.  All of these acquisitions have been integrated into the existing
operating units and highlight the continued success of one of our strategic
aims to grow by acquisition wherever a suitable opportunity arises.

In March, AMS, a regional UK mechanical and electrical services contractor,
which primarily serves the South East of England, was bought for a maximum
cost of £5.3m dependent on profits achieved in a two year period to March
2002.  In June and July, two US specialist contractors, FSI and TCDI, were
bought for a combined price of £7.4m including deferred consideration, which
further expand the geographical coverage in the US.  In the last quarter, two
European businesses were purchased, for a combined cost of £1.6m including
deferred purchase consideration.  MTS based in Switzerland will give further
penetration in Central Europe and LCM, a 50% investment in a Swedish business,
adds a new product range to the Group and has the potential to access markets
outside Scandinavia.  The total goodwill arising on these acquisitions is
£11.0m which is to be written off over 20 years.

Due to a reorganisation of our businesses in the UK, Germany and Australia to
react to market conditions, restructuring costs of £1.2m have been highlighted
in the profit and loss account this year.  Also highlighted in the profit and
loss account for the first time is the amortisation of goodwill, which has
increased in 2000 as a result of the above acquisitions, and will increase
further next year as a full year impact of the amortisation is recognised.

Following the introduction of FRS 15, the basis of providing depreciation has
been changed in 2000 to start charging depreciation in the year of purchase or
capitalisation of an asset whereas in previous years depreciation had not been
charged until the year following purchase or capitalisation.  In addition, the
reducing balance method of providing depreciation on short life assets has now
been changed to a straight line method to bring consistency with the
depreciation of long life assets.  There is no material impact on the profit
of the current year following these changes in accounting for depreciation.

The interest charge for the year doubled to £0.8m reflecting the increased
borrowings to fund the year's acquisitions.  The acquisitions were financed
using funds denominated in the currencies of those countries where the
acquisitions were located.  To finance these and similar future acquisitions,
in May 2000, the Group increased its central banking facilities to £42.5m,
£30m of which is a five year revolving loan facility and £12.5m being a
working capital facility.  These facilities can be accessed by the Group's
principal operating subsidiaries in any of the main operating currencies of
Sterling, US dollars, Euros and Australian dollars which gives a high degree
of flexibility in financing.  In addition to these central facilities, the
Group has a number of local overdraft and loan facilities to fund working
capital movements and medium term debt requirements in its overseas locations.

Operating cash flow for 2000 was not as strong as the exceptionally high
inflow in 1999 as a result of reduced profits, the partial reversal of strong
working capital inflows in the last quarter of 1999 and working capital
outflows in the USA due to very heavy activity in the last two months of the
year.

As a result of the expenditure on acquisitions, capital expenditure again
being ahead of depreciation and weaker operating cash flows, net borrowings at
the year end were £9.6m giving a gearing level of 16%, reversing last year
end's net cash position; peak gearing levels during the year were 26%.  At the
year end there were net borrowing positions in US dollars and Australian
dollars with net deposits in Sterling and Euros.  The Group's management of
currency risk is described on page 24 of the annual report and accounts.

The tax charge for the year was similar to last year at 35.5%, higher than the
UK corporation tax rate of 30% because of the large proportion of profits
arising in the US where the overall rate of tax is 38.5%.

Earnings before goodwill amortisation were £10.4m, 14% lower than 1999 giving
earnings per share of 18.4p.  Following the recommendation of a final dividend
for the year of 5.65p, the total dividend for 2000 will be 8.5p, which with an
unadjusted basic earnings per share of 17.9p means that the dividend is still
more than twice covered.

Equity shareholder funds grew by some 14% during 2000 and with minority
interests of £0.7m, gives a net asset base of £58.7m of which £12.3m relates
to goodwill.  The effect on reserves of the retranslation of opening net
assets at year end exchange rates was a positive impact of £1.6m due to the
strengthening of the US dollar which appreciated by 7.5% with the strength of
the Euro increasing by only 1%.

Consolidated Profit and Loss account
for the year ended 31 December 2000

                                                 2000        2000        1999
                                   2000    Continuing  Continuing  Continuing
                             Continuing    operations  operations  operations
                             operations  Acquisitions       Total       Total
                        Note       £000          £000        £000        £000

Turnover                   1    302,880        10,074     312,954     314,899
Operating costs                (287,556)       (9,191)   (296,747)   (295,513)

Operating profit before 
  restructuring costs and 
  amortisation of goodwill       16,483         1,223      17,706      19,362
Restructuring costs              (1,177)            -      (1,177)          -
Amortisation of goodwill             18          (340)       (322)         24
Operating profit                 15,324           883      16,207      19,386
Net interest payable                                         (760)       (345)
Profit on ordinary activities 
  before taxation                                          15,447      19,041
Taxation                   2                               (5,485)     (6,749)
Profit on ordinary activities 
  after taxation                                            9,962      12,292
Equity minority interests                                     140        (112)
Profit for the financial year                              10,102      12,180
Dividends paid and proposed 3                              (4,829)     (4,428)
Retained profit for the 
  financial year                                            5,273       7,752

Basic earnings per share    4                                17.9p       21.5p
Earnings per share before 
  amortisation of goodwill  4                                18.4p       21.5p
Diluted earnings per share  4                                17.8p       21.4p
Diluted earnings per share 
  before amortisation of 
  goodwill                  4                                18.3p       21.4p


Consolidated Statement of Total Recognised Gains and Losses
for the year ended 31 December 2000

                                                             2000        1999
                                                             £000        £000

Profit for the financial year                              10,102      12,180
Currency translation differences 
  on overseas investments                                   1,600      (1,039)
Tax effect of currency 
  translation differences                                      39         113
Total recognised gains and losses 
  relating to the year                                     11,741      11,254

Consolidated Balance Sheet
As at 31 December 2000
                                                             2000        1999
                                                             £000        £000

Fixed assets
Positive goodwill                                          12,510       1,613
Negative goodwill                                            (209)       (314)
                                                           12,301       1,299
Other intangible assets                                       395         305
Intangible assets                                          12,696       1,604
Tangible assets                                            50,788      43,688
Investments                                                     -           -
                                                           63,484      45,292
Current assets 
Stocks                                                      7,026       6,149
Debtors                                                    91,111      73,400
Cash at bank and in hand                                   13,568      16,965
                                                          111,705      96,514
Creditors: amounts falling due within one year            (92,740)    (72,668)
Net current assets                                         18,965      23,846
Total assets less current liabilities                      82,449      69,138
Creditors: amounts falling due after more than one year   (17,242)    (11,451)
Provision for liabilities and charges                      (6,498)     (5,744)
Net assets                                                 58,709      51,943

Capital and reserves 
Called up share capital                                     5,681       5,677
Share premium account                                      14,545      14,508
Capital redemption reserve                                  7,629       7,629
Profit and loss account                                    30,142      23,230
Equity shareholders' funds                                 57,997      51,044
Equity minority interests                                     712         899
                                                           58,709      51,943

Consolidated Cash Flow Statement
for the year ended 31 December 2000

                                             2000     2000     1999     1999
                                             £000     £000     £000     £000

Net cash inflow from operating activities           19,558            27,402
Returns on investment and servicing of 
   finance
Interest received                            664                619
Interest paid                             (1,224)              (991)
Interest element of finance lease rental 
  payments                                   (82)              (108)
Finance costs of new bank loans             (172)                 -
Payments to minority interests              (184)              (243)
                                                     (998)              (723)
Taxation
UK corporation tax paid                     (821)              (679)
Overseas tax paid                         (5,014)            (6,473)
                                                   (5,835)            (7,152)
Capital expenditure
Purchase of intangible fixed assets         (119)               (38)
Purchase of tangible fixed assets         (9,779)            (8,861)
Sale of tangible fixed assets              1,040                621
                                                   (8,858)            (8,278)
Acquisitions and disposals
Acquisition of subsidiary undertakings    (9,058)              (725)
Net cash acquired with subsidiary 
  undertakings                               271                  -
                                                   (8,787)              (725)
Equity dividends paid                              (4,571)            (4,166)
Net cash (outflow) / inflow before use 
  of liquid resources and financing                (9,491)             6,358

Management of liquid resources
Repayments from short term bank deposits            2,978                642

Financing
Issue of new shares                           41                133
New bank loans drawn                       9,868              3,935
Repayment of bank loans and loan notes    (4,211)            (7,101)
Capital element of finance lease rental 
  payments                                  (307)              (339)
Net cash inflow / (outflow) from financing          5,391             (3,372)
(Decrease)/ increase in cash in the year           (1,122)             3,628



 Notes to the accounts

1. Geographical analysis
Turnover, operating profit and net assets may be analysed by geographic
segment as follows:

                                                  2000        2000       1999
                                     2000   Continuing  Continuing Continuing
                               Continuing   operations  operations operations
                               operations Acquisitions       Total      Total
                                     £000         £000        £000       £000

Turnover 
United Kingdom                     86,397        4,624      91,021     82,301
The Americas                      105,695        4,368     110,063    107,410
Continental Europe and overseas    96,607        1,082      97,689    104,382
Australia                          14,181            -      14,181     20,806
                                  302,880       10,074     312,954    314,899
Operating profit 
United Kingdom                      2,878          533       3,411      2,934
The Americas                        9,433          259       9,692     12,042
Continental Europe and overseas     4,795           91       4,886      5,503
Australia                            (184)           -        (184)       705
Unallocated central costs          (1,598)           -      (1,598)    (1,798)
                                   15,324          883      16,207     19,386
Net interest payable                                          (760)      (345)
                                                            15,447     19,041

The restructuring costs and amortisation of goodwill have been analysed by
geographic segment as follows:  United Kingdom £937,000, The Americas
£212,000, Continental Europe and Overseas £227,000 and Australia £123,000.

                                                              2000       1999
                                                              £000       £000

Net assets
United Kingdom                                              10,154      6,138
The Americas                                                40,070     22,857
Continental Europe and Overseas                             14,376     13,352
Australia                                                    3,720      4,332
                                                            68,320     46,679
Net (debt) / funds                                          (9,611)     5,264
                                                            58,709     51,943
  
In the opinion of the directors:  (i) the Group does not operate in more than
one class of business as defined by SSAP 25; (ii) it is not deemed appropriate
to analyse net (debt) / funds and net interest payable thereon by geographic
segment, and (iii) turnover by destination is not materially different from
turnover by origin. 

                                                             2000        1999
2.  Taxation                                                 £000        £000
The taxation charge comprises:

UK corporation tax at 30% (1999: 30.25%)                      904         747
Double tax relief                                             (86)       (163)
Overseas tax                                                5,074       6,190
Deferred tax                                                 (379)        231
Over provisions in respect of prior years                     (28)       (256)
                                                            5,485       6,749

3. Dividends paid and proposed
Ordinary dividends on equity shares
Interim paid                                                1,619       1,476
Final proposed                                              3,210       2,952
                                                            4,829       4,428

An interim ordinary dividend of 2.85p (1999: 2.6p) per share was paid on 31
October 2000.  The final proposed ordinary dividend of 5.65p (1999: 5.2p) per
share will be paid on 31 May 2001.

4.   Earnings per share
Earnings per share is calculated as follows: 
                              2000           2000           1999          1999
                             Basic        Diluted          Basic       Diluted

Profit after tax and 
  minority interests   £10,102,000    £10,102,000    £12,180,000   £12,180,000
                     No. of shares  No. of shares  No. of shares No. of shares
Weighted average of 
  ordinary shares in 
  issue during the year 56,529,208     56,529,208     56,664,581    56,664,581
Add:  Weighted average 
  of shares under option 
  during the year                -        188,365              -       257,414
Add:  Weighted average of 
  own shares held                -        277,427              -        78,005
Subtract:  Number of shares 
  assumed issued at fair value 
  during the year                -        (91,467)             -     (100,676)
Adjusted weighted average 
  ordinary shares in 
  issue                 56,529,208     56,903,533     56,664,581   56,899,324
                             pence          pence          pence        pence
Earnings per share            17.9           17.8           21.5         21.4

Earnings per share before amortisation of goodwill of 18.4p (1999: 21.5p) is
calculated based on profit after tax and minority interests before
amortisation of goodwill of £10,424,000 (1999: £12,156,000) and the weighted
average number of ordinary shares in issue during the year of 56,529,208
(1999: 56,664,581).

Diluted earnings per share before amortisation of goodwill of 18.3p (1999:
21.4p) is calculated based on profit after tax and minority interests before
amortisation of goodwill of £10,424,000 (1999: £12,156,000) and the adjusted
weighted average number of ordinary shares in issue during the year of
56,903,533 (1999: 56,899,324).

5.   Foreign Currencies

Balance sheet items in foreign currencies are translated into Sterling at
closing rates of exchange at the balance sheet date.  However, if amounts
receivable and payable in foreign currencies are covered by a forward
contract, the contract rate of exchange is used for translation.  Profit and
loss accounts and cash flows of overseas subsidiary undertakings are
translated into Sterling at average rates for the year.

Exchange differences arising from the retranslation of opening net assets and
profit and loss accounts at closing rates of exchange are dealt with as
movements on reserves.  All other exchange differences are charged to the
profit and loss account.

The exchange rates used in respect of principal currencies are:

                                                   2000               1999

US Dollar: average for year                        1.52               1.62
US Dollar: year end                                1.49               1.61
Australian Dollar: average for year                2.61               2.51
Australian Dollar: year end                        2.67               2.46
Euro: average for year                             1.64               1.52
Euro: year end                                     1.59               1.61

6.  Basis of preparation

The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 1999 or 2000 but is derived
from those accounts.  Statutory accounts for 1999 have been delivered to the
Registrar of Companies and those for 2000 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
section 237 (2) or (3) of the Companies Act 1985.

Accounts will be posted to shareholders on 31 March 2001.  The Annual General
Meeting will be held on 10 May 2001.