Final Results

Marshalls PLC 10 March 2006 Preliminary Results Statement for the year ended 31 December 2005 Marshalls plc, the specialist Landscape Products Group, delivers a resilient trading performance. • Revenue, including acquisitions, up 9.4 per cent with like for like revenue up 1.3 per cent • Operating profit up 1.0 per cent at £47.4 million (2004: £47.0 million) before works closure costs of £3.0 million • Gain on sale of Clay Products business of £31.5 million • Net debt of £46.7 million (2004: £108.2 million) with gearing at 28.1 per cent (2004: 82.3 per cent) • Basic EPS (continuing operations) up 2.7 per cent • Final dividend up 5.0 per cent at 8.4 pence per ordinary share These results are reported under International Financial Reporting Standards. Year ended Year ended Increase/ 31 December 2005 31 December 2004 (decrease) % Revenue £359.3m £328.3m 9.4 EBITDA * £66.4m £64.0m 3.7 Operating profit * £47.4m £47.0m 1.0 Operating profit £44.4m £47.0m (5.4) Profit before tax £38.0m £40.3m (5.6) Basic EPS (total operations **) 40.73p 20.18p 101.8 Basic EPS (continuing operations) 18.55p 18.07p 2.7 Final dividend per share 8.40p 8.00p 5.0 * before £3.0 million of works closure costs. ** 2005 including gain on sale of Clay Products business. Commenting on these results, Graham Holden, Chief Executive, said: 'Marshalls continues to develop its integrated offer for the Public Sector and Commercial market and its consumer initiatives for the Domestic market, as well as continually reviewing its cost base. These improvements complemented by recent acquisitions and a strong balance sheet ensure that the Group is well positioned to operate in the challenging market conditions anticipated in 2006 and to take advantage of the expected market improvements in 2007.' Enquiries: Graham Holden Chief Executive Marshalls plc 0207 404 5959 on 10 March 2006 Ian Burrell Finance Director Marshalls plc 01484 438900 thereafter Jon Coles Brunswick Group 0207 404 5959 Sarah Lindgreen Brunswick Group 0207 404 5959 Group Results These preliminary results are reported under International Financial Reporting Standards and comparable figures have been restated to reflect this. Marshalls' revenue from continuing operations, including acquisitions, increased 9.4 per cent to £359.3 million (2004: £328.3 million). Like for like revenue was 1.3 per cent ahead at £332.7 million (2004: £328.3 million). Operating profit increased by 1.0 per cent to £47.4 million (2004: £47.0 million) before works closure costs of £3.0 million (2004: £nil) with a further £0.5 million expected to be charged in 2006. Net financial expenses totalled £6.4 million (2004: £6.7 million). Basic earnings per share from continuing operations increased 2.7 per cent to 18.55 pence (2004: 18.07 pence) per share. Basic earnings per share from total operations was 40.73 pence (2004: 20.18 pence) per share including the gain on the sale of the Clay Products business. The Board is recommending a final dividend of 8.4 pence (2004: 8.0 pence) per ordinary share an increase of 5.0 per cent. This dividend will be paid on 7 July 2006 to shareholders on the register at the close of business on 9 June 2006. The ex dividend date will be 7 June 2006. Operating Performance Market conditions in 2005 were more difficult than they have been for a number of years. The Construction Products Association ('CPA') statistics show that construction output fell by 1.3 per cent in 2005, the first year on year fall since 1994. Marshalls demonstrated a resilient trading performance in these more difficult markets. Like for like revenue from the Public Sector and Commercial market, which represents half of Group revenue, was 3.7 per cent ahead of the previous year. After an encouraging start to the year, revenue from the Domestic market ended the year 1.3 per cent lower than 2004 reflecting the widely reported consumer slowdown. The cost base of the Group continues to be reduced. During 2005 the two remaining sites that did not form part of the Service Centre and National Manufacturing structure were closed. These two production units were no longer required following the capacity increases resulting from the excellent productivity gains from recent capital investment initiatives, combined with flatter markets. An important part of the Group's strategy is the development of an integrated product offer for the Public Sector and Commercial market. During the year a number of major projects have been progressed which demonstrate the benefits of a product offer combining natural stone and concrete paving, linear drainage, bollards and attractively designed lighting. All of these are now available from within the Marshalls Group. This will continue to be an important area for organic growth and will be a focus for future acquisitions. In line with the Group's strategy to improve awareness of the Marshalls brand a pilot Marshalls Garden & Driveway Transformation Centre was opened in Falkirk, Scotland in March 2005. This displays a wide range of garden and driveway products in an aspirational setting and has so far generated a pleasing level of footfall and a positive response from the trade. The initial results of this pilot have been encouraging and two further sites will be opened in 2006, at Bramhall, Cheshire and Roxton, Bedfordshire. Corporate Activity Marshalls continues to pursue its strategy of acquiring complementary businesses that provide quality products to enhance the core product offer. In September 2005 £8.7 million was paid for Paver Systems (Carluke) Limited, based in Scotland. This business primarily supplies driveway products. It will operate in conjunction with Stonemarket, the Coventry based patio paving specialist. On 4 January 2005 Marshalls Clay Products Limited was sold to Hanson PLC for a cash consideration of £65.0 million (including the repayment of all inter-group indebtedness). The post tax gain on sale of this business was £31.5 million. The gain on sale and the results in 2004 of the former Clay Products business have been disclosed under discontinued operations in the Consolidated Income Statement. Balance Sheet At 31 December 2005 net debt was £46.7 million (2004: £108.2 million) and gearing was 28.1 per cent (2004: 82.3 per cent). Pension liabilities of £65.3 million have been recognised in accordance with IAS 19 which is partially offset by a deferred tax asset of £19.6 million. The Group continues to invest in the business with net capital investment in the year of £20.7 million (2004: £26.5 million). This includes £3.1 million for the purchase of Stoke Hall Quarry, in Derbyshire, a natural stone reserve that will form part of Stancliffe Stone, the existing stone walling, cladding and masonry business. The capital investment also includes further investment in automation utilising industrial robotics and is net of £4.4 million of proceeds from the sale of a surplus property. The Board is committed to ensuring that the balance sheet is efficient. The Group has demonstrated an ability to identify, acquire, integrate and grow complementary bolt-on acquisitions which, whilst individually small, collectively make a difference. There are an increasing number of bolt-on opportunities available for Marshalls to consider and the Group is spending more time targeting these to create greater value for shareholders. The Group's objective is to increase the flow of suitable acquisition candidates. Outlook Market intelligence shows that Public Sector and Commercial demand, which represents half of Group revenue, remains robust. The CPA forecasts that the Public Sector and Commercial market will grow by 2.9 per cent in 2006 and a further 3.8 per cent in 2007. From 2008 onwards building for the 2012 Olympics will start to have a benefit. By contrast, the Domestic market is expected to remain challenging in 2006 with the CPA forecasting a decline of 1.0 per cent in private housing repair, maintenance and improvement expenditure before an increase of 3.0 per cent in 2007. Domestic installers' average order books remain constant and are currently 8.4 weeks (2005: 8.3 weeks). Order intake and despatch volumes since the year end have been at a similar level to early 2005. Marshalls continues to develop its integrated offer for the Public Sector and Commercial market and its consumer initiatives for the Domestic market as well as continually reviewing its cost base. These improvements complemented by recent acquisitions and a strong balance sheet ensure that the Group is well positioned to operate in the challenging market conditions anticipated in 2006 and to take advantage of the expected market improvements in 2007. Graham Holden Chief Executive AUDITED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 Notes 2005 2004 £'000 £'000 Revenue 2 359,310 328,343 Net operating costs (314,885) (281,370) ------- ------- Operating profit 2 44,425 46,973 Financial expenses 4 (14,421) (12,985) Financial income 4 8,014 6,267 ------- ------- Profit before tax 2 38,018 40,255 Income tax expense 5 (11,661) (12,230) ------- ------- Profit after tax but before gain on sale and post tax profit of discontinued operation 26,357 28,025 Gain on sale and post tax profit of discontinued operation 3 31,517 3,278 ------- ------- Profit for the financial period 57,874 31,303 ------- ------- Earnings per share (total operations including gain on sale in 2005) Basic 7 40.73p 20.18p ------- ------- Diluted 7 40.71p 20.15p ------- ------- Earnings per share (continuing operations): Basic 7 18.55p 18.07p ------- ------- Diluted 7 18.54p 18.04p ------- ------- Dividend: Pence per share 6 12.10p 11.25p ------- ------- Dividends declared 6 17,169 17,829 ------- ------- AUDITED CONSOLIDATED BALANCE SHEET 31 DECEMBER 2005 Assets Notes 2005 2004 £'000 £'000 Non-current assets Property, plant and equipment 198,030 191,400 Intangible fixed assets 46,461 40,732 ------- ------- 244,491 232,132 ------- ------- Current assets Inventories 67,759 60,501 Trade and other receivables 36,598 35,090 Cash and cash equivalents 5,210 21 Assets classified as held for sale 3 - 36,301 ------- ------- 109,567 131,913 ------- ------- Total assets 354,058 364,045 ------- ------- Liabilities Current liabilities Bank overdraft - 16,693 Trade and other payables 64,570 55,661 Current instalments of loans 348 229 Liabilities classified as held for sale 3 - 8,531 ------- ------- 64,918 81,114 ------- ------- Non-current liabilities Trade and other payables 475 2,200 Interest bearing loans and borrowings 51,550 91,341 Employee benefits 8 65,264 50,855 Deferred taxation 5,511 7,042 ------- ------- 122,800 151,438 ------- ------- Total liabilities 187,718 232,552 ------- ------- Net assets 166,340 131,493 ------- ------- Equity Capital and reserves attributable to equity holders Share capital 35,772 35,478 Share premium account 2,694 287 Own shares (102) (655) Capital redemption reserve 72,573 71,237 Consolidation reserve (213,067) (213,067) Hedging reserve (2) (6) Retained earnings 268,472 238,219 ------- ------- Equity shareholders' funds 166,340 131,493 ------- ------- AUDITED CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 Notes 2005 2004 £'000 £'000 Net cashflow from operating activities 9(i) 42,750 42,212 Net cashflow from investing activities 9(ii) 35,668 (42,111) Net cashflow from financing activities 9(iii) (56,539) (24,654) ------- ------- Net increase/(decrease) in cash and cash equivalents 21,879 (24,553) Cash and cash equivalents at 1 January (16,669) 7,884 ------- ------- Cash and cash equivalents at 31 December 5,210 (16,669) ------- ------- The above includes the operating, investing and financing cashflows of the discontinued operation disclosed in Note 3. The relevant cash flows of the discontinued operation are included in Note 9. Reconciliation of Net Cash Flow to Movement in Net Debt 2005 2004 £'000 £'000 Net increase/(decrease) in cash and cash equivalents 21,879 (24,553) Cash outflow/(inflow) from decrease/(increase) in debt and lease financing 39,910 (69,812) Finance leases acquired on acquisition of subsidiary undertakings (238) (631) ------- ------- Movement in net debt in the period 61,551 (94,996) Net debt at 1 January (108,239) (13,243) ------- ------- Net debt at 31 December (46,688) (108,239) ------- ------- AUDITED CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSES FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2004 £'000 £'000 Cash flow hedges: Effective portion of changes in fair value 4 (6) Actuarial losses (net of deferred taxation) (8,563) (694) ------- ------- Net expense recognised directly in equity (8,559) (700) Profit for the period 57,874 31,303 ------- ------- Total recognised income and expenses for the period (equity) 49,315 30,603 ------- ------- AUDITED CONSOLIDATED NOTES FOR THE YEAR ENDED 31 DECEMBER 2005 1. Basis of Preparation The Group Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as endorsed by the European Union and IFRS 1 has been applied. The Consolidated Financial Statements have been prepared on the basis of the requirements of IFRSs in issue and endorsed by the EU and effective (or available for early adoption) at 31 December 2005. The Group has adopted IAS 32 and IAS 39 from 1 January 2004. The effect of this on the Consolidated Financial Statements is not material. The Group has also adopted IFRS 5 from 1 January 2004. The effect of this has been the separate disclosure of the disposal of Marshalls Clay Products Limited as assets and liabilities held for sale. The Group has elected to use the following exemptions allowable by IFRS 1: • IFRS 3 Business combinations: the Group has not applied this standard to business combinations that occurred before 1 January 2005; and • Revaluation as deemed cost: the Group has elected to use previous UK GAAP revaluations of property, plant and equipment at 1 January 2004 as deemed cost as it considers those valuations to be broadly comparable to fair value. This has had the effect of reclassifying the balance on the revaluation reserve of £5,166,000 at 1 January 2004 and 31 December 2004 to retained earnings. An explanation of how the transition to IFRSs has affected the reported financial position, financial performance and cash flows of the Group was provided in our Interim Results announcement on 9 September 2005. This note included reconciliations of equity and profit for comparative periods reported under UK GAAP to those reported for those periods under IFRSs. The IFRS accounting policies have been applied consistently to all periods presented in these Consolidated Financial Statements from the date of transition on 1 January 2004. They also have been applied in preparing an opening IFRS balance sheet at 1 January 2004 for the purposes of the transition to IFRSs, as required by IFRS 1. The accounting policies have been applied consistently throughout the Group for the purposes of these Consolidated Financial Statements and are set out on the Company's website (www.marshalls.co.uk). The accounting policies will also be disclosed in the full Group Consolidated Financial Statements for the year ended 31 December 2005. 2. Segmental analysis Revenue Operating Profit 2005 2004 2005 2004 £'000 £'000 £'000 £'000 Continuing operations 359,310 328,343 44,425 46,973 ------- ------- Financial income and expenses (net) (6,407) (6,718) ------- ------- Profit on ordinary activities before taxation 38,018 40,255 ------- ------- The Directors have undertaken a review of the Group's continuing operations and its associated business risks and consider that the continuing operations should be reported as a single business segment. The Directors consider that the continuing operations represent one product offering with similar risks and rewards and should be managed and reported as a single business segment in line with the Group's internal reporting framework. 2005 2004 £'000 £'000 Geographical destination of revenue: United Kingdom 356,051 323,830 Rest of the world 3,259 4,513 ------- ------- 359,310 328,343 ------- ------- All revenue originates in the United Kingdom from continuing operations and there is no material inter-segmental turnover. Segmental information for the discontinued operations is included in Note 3 below. 3. Non-current assets held for sale and discontinued operations On 4 January 2005 Marshalls Clay Products Limited was sold to Hanson PLC for a cash consideration of £65 million (including the repayment of all intergroup indebtedness) and a pre-tax gain of £31.5 million was realised. The results of this former business have been disclosed under discontinued operations in the Consolidated Income Statement. Towards the end of December 2004 the transaction had become highly probable and consequently the assets and liabilities were classified as held for sale in the Consolidated Balance Sheet as at 31 December 2004. The discontinued assets and liabilities of the Clay Products business as at 31 December 2004 were as follows: 2004 £'000 Assets Property, plant and equipment 27,008 Inventories 5,510 Trade and other receivables 3,780 Cash and cash equivalents 3 ------- 36,301 ------- Liabilities Trade and other payables 5,415 Deferred taxation 3,116 ------- 8,531 ------- Gain on sale and post tax profit of discontinued operation: 2005 2004 £'000 £'000 Revenue - 33,966 Net operating costs - (28,521) ------- ------- Operating profit - 5,445 Gain on sale of discontinued operation 31,517 - Financial expenses - (564) ------- ------- Profit before tax 31,517 4,881 Income tax expense - (1,603) ------- ------- Gain on sale and post tax profit of discontinued operation 31,517 3,278 ------- ------- Geographical destination of revenue: United Kingdom - 33,102 Rest of the world - 864 ------- ------- - 33,966 ------- ------- The cash flow disclosures in respect of the above discontinued operations are shown in Note 9. There is no tax arising in the year in respect of the gain on sale of discontinued operations. 4. Financial expenses and income 2005 2004 £'000 £'000 (a) Financial expenses Interest expense on bank loans,overdrafts and loan notes 2,487 2,495 Interest on obligations under the defined benefit pension scheme 9,505 8,108 Debenture interest expense 2,275 2,275 B share dividend expense 132 92 Finance lease interest expense 22 15 ------- ------- 14,421 12,985 ------- ------- (b) Financial income Expected return on plan assets under the defined benefit pension scheme 7,953 6,162 Interest receivable and similar income 61 105 ------- ------- 8,014 6,267 ------- ------- 5. Income tax expense 2005 2004 £'000 £'000 Current tax expense Current year 12,165 12,682 Adjustments for prior year (274) (1,708) ------- ------- 11,891 10,974 Deferred taxation expense Origination and reversal of temporary differences Current year 371 497 Adjustments for prior year (601) 759 ------- ------- Total tax expense in the Consolidated Income Statement 11,661 12,230 ------- ------- Reconciliation of effective tax rate 2005 2005 2004 2004 % £'000 % £'000 Profit before tax 100.0 38,018 100.0 40,255 ----- ------ ----- ------ Tax using domestic corporation tax rate 30.0 11,405 30.0 12,077 Disallowed amortisation of intangible fixed assets 0.2 77 - 17 Net items not taxable 2.8 1,054 2.7 1,085 Prior year items (2.3) (875) (2.3) (949) ----- ------ ----- ------ 30.7 11,661 30.4 12,230 ----- ------ ----- ------ The net amount of deferred taxation credited to the Consolidated Statement of Recognised Income and Expenses in the year was £3,677,000 (2004: £300,000). 6. Dividends Ordinary dividends: equity shares 2005 2004 per share £'000 per share £'000 2004 Final: paid 8 July 2005 8.00p 11,353 7.35p 12,300 2005 Interim: paid 7 December 2005 4.10p 5,816 3.90p 5,529 ----- ------ ----- ------ 12.10p 17,169 11.25p 17,829 ----- ------ ----- ------ 7. Earnings per share Basic earnings per share on total operations of 40.73 (2004: 20.18) pence per share is calculated by dividing the profit attributable to ordinary shareholders from total operations of £57,874,000 (2004: £31,303,000) by the weighted average number of shares in issue during the year of 142,106,234 (2004: 155,107,622). Basic earnings per share on continuing operations of 18.55 (2004: 18.07) pence per share is calculated by dividing the profit attributable to ordinary shareholders from continuing operations of £26,357,000 (2004: £28,025,000) by the weighted average number of shares in issue during the year of 142,106,234 (2004: 155,107,622). Basic earnings per share for discontinued operations of 22.18 (2004: 2.11) pence per share is calculated by dividing the profit attributable to ordinary shareholders from discontinued operations of £31,517,000 (2004: £3,278,000) (see Note 3) by the weighted average number of shares in issue during the year of 142,106,234 (2004: 155,107,622). Profit attributable to ordinary shareholders 2005 2004 £'000 £'000 Profit attributable to ordinary shareholders: - Continuing operations 26,357 28,025 - Discontinued operations 31,517 3,278 ------- ------- Total 57,874 31,303 ------- ------- Weighted average number of ordinary shares 2005 2004 Issued ordinary shares at 1 January 141,913,313 167,346,883 Effect of shares issued in the year 192,921 155,631 Effect of reduction of share capital and shares cancelled in the year - (12,394,892) ------------ ---------- Weighted average number of ordinary shares at 31 December 142,106,234 155,107,622 ------------ ---------- Diluted earnings per share on total operations of 40.71 (2004: 20.15) pence per share is calculated by dividing the profit attributable to ordinary shares, and potentially dilutive ordinary shares, from total operations of £57,874,000 (2004: £31,303,000) by the weighted average number of shares in issue during the year of 142,106,234 (2004: 155,107,622) plus dilutive shares of 44,303 (2004: 241,303) which totals 142,150,537 (2004: 155,348,925). Diluted earnings per share on continuing operations of 18.54 (2004: 18.04) pence per share is calculated by dividing profit attributable to ordinary shares, and potentially dilutive ordinary shares, from continuing operations of £26,357,000 (2004: £28,025,000) by the weighted average number of shares in issue during the year of 142,106,234 (2004: 155,107,622), plus dilutive shares of 44,303 (2004: 241,303) which totals 142,150,537 (2004: 155,348,925). Diluted earnings per share for discontinued operations of 22.17 (2004: 2.11) pence per share is calculated by dividing profit attributable to ordinary shares, and potentially dilutive ordinary shares, from discontinued operations of £31,517,000 (2004: £3,278,000) by the weighted average number of shares in issue during the year of 142,106,234 (2004: 155,107,622), plus dilutive shares of 44,303 (2004: 241,303) which totals 142,150,537 (2004: 155,348,925). Weighted average number of ordinary shares (diluted) 2005 2004 £'000 £'000 Weighted average number of ordinary shares at 31 December 142,106,234 155,107,622 Effect of share options in issue 44,303 241,303 ----------- ----------- Weighted average number of ordinary shares at 31 December 142,150,537 155,348,925 ----------- ----------- 8. Employee benefits The Group operates the Marshalls plc Pension and Life Assurance Scheme (the 'Scheme') which has both a defined benefit and a defined contribution section. The assets of the Scheme are held in separately managed funds which are independent of the Group's finances. 2005 2004 £'000 £'000 Present value of funded obligations (212,245) (176,703) Fair value plan of assets 146,981 125,848 ------- ------- Recognised liability for defined benefit obligations (see below) (65,264) (50,855) ------- ------- Movements in the net liability for defined benefit obligations recognised in the balance sheet 2005 2004 £'000 £'000 Net liability for defined benefit obligations at 1 January (50,855) (45,775) Contributions received 1,695 1,806 Expense recognised in the Consolidated Income Statement (3,862) (5,895) Actuarial (losses) (12,242) (991) ------- ------- Net liability for the defined benefit obligations at 31 December (65,264) (50,855) ------- ------- 9. Notes to the cash flow statement 2005 2004 Continuing Discont- Group Continuing Discont- Group operations inued operations inued operations operations £'000 £'000 £'000 £'000 £'000 £'000 9(i) Cashflows from operating activities Profit before tax 38,018 - 38,018 40,255 4,881 45,136 Adjustments for: Depreciation 18,716 - 18,716 17,005 2,046 19,051 Amortisation 259 - 259 55 - 55 Gain on sale of property, plant & equipment (1,545) - (1,545) (45) 4 (41) Equity settled share based payment expenses - - - 128 - 128 Loss in hedging instrument - - - 330 - 330 Financial income and expenses (net) 6,407 - 6,407 6,718 564 7,282 ------ ----- ------ ------ ----- ------ Operating cashflow before changes in working capital and provisions 61,855 - 61,855 64,446 7,495 71,941 (Increase)/decrease in trade and other receivables (533) - (533) (2,157) 1,149 (1,008) (Increase)in inventories (6,805) - (6,805) (8,041) 1,041 (7,000) Increase/decrease) in trade and other payables 3,336 - 3,336 (7,257) 1,477 (5,780) Increase in employee benefits 1,225 - 1,225 1,784 544 2,328 ------ ----- ------ ------ ----- ------ Cash generated from the operations 59,078 - 59,078 48,775 11,706 60,481 Financial expenses paid (4,969) - (4,969) (2,576) (2,013) (4,589) Non equity dividends paid (75) - (75) (90) (2) (92) Income tax paid (11,284) - (11,284) (11,800) (1,788) (13,588) ------ ----- ------ ------ ----- ------ Net cash flow from operating activities 42,750 - 42,750 34,309 7,903 42,212 ------ ----- ------ ------ ----- ------ 9(ii) Cash flows from investing activities Proceeds from sale of property, plant & equipment (net of costs) 3,172 - 3,172 673 - 673 Financial income received 61 - 61 105 - 105 Disposal of subsidiary, net of cash disposed of - 65,000 65,000 - - - Acquisition of subsidairies (9,406) - (9,406) (17,968) - (17,968) Bank balance acquired with subsidiaries 664 - 664 2,297 - 2,297 Acquisition of property, plant & equipment (23,823) - (23,823) (28,083) 865 (27,218) ------ ----- ------ ------ ----- ------ Net cash flow from investing activities (29,332) 65,000 35,668 (42,976) 865 (42,111) ------ ----- ------ ------ ----- ------ 9(iii) Cash flows from financing activities Proceeds from issue of share capital 2,701 - 2,701 751 - 751 (Decrease)/increase in other debt and lease financing (293) - (293) 66,779 - 66,779 Redemption of B shares (1,102) - (1,102) (71,036) - (71,036) Repayment of borrowings (38,281) - (38,281) (1,124) - (1,124) Payment of transaction costs (118) (2,277) (2,395) (2,195) - (2,195) Equity dividends paid (17,169) - (17,169) (17,829) - (17,829) ------ ----- ------ ------ ----- ------ Net cash flow from financing activities (54,262) (2,277) (56,539) (24,654) - (24,654) ------ ----- ------ ------ ----- ------ 10. Annual General Meeting The Annual General Meeting will be held at Birkby Grange, Birkby Hall Road, Birkby, Huddersfield, West Yorkshire, HD2 2YA at 12.00 (noon) on Wednesday 24 May 2006. 11. Other The financial information set out above does not constitute the Company's consolidated statutory accounts for the years ended 31 December 2005 or 2004 but is derived from those accounts. Statutory accounts for the year ended 31 December 2004, under UK GAAP, have been delivered to the Registrar of Companies, and those for the year ended 31 December 2005, under IFRSs, 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. This information is provided by RNS The company news service from the London Stock Exchange

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