Final Results

McBride PLC 6 September 2001 6 September 2001 McBride plc Preliminary Announcement for the Year Ended 30 June 2001 McBride plc, the largest manufacturer of private label household and personal care products in Europe, announces its preliminary results for the year ended 30 June 2001. Highlights Financial * Reported sales stable at £497.6 million, excluding the share of the joint venture, despite further weakness of the Euro which reduced sterling reported sales by £4.1 million. * Pre tax profit, before exceptional items, the effect of joint venture and goodwill amortisation was £16.4 million compared with £26.1 million. The outcome is above market expectations. * Operating margin was 4.8% compared with 6.5%. * Basic earnings per share of 6.6p before exceptional items, the effect of the joint venture and goodwill amortisation. * Net debt reduced by £21.8 million from £115.0 million to £93.2 million. * Final dividend of 2.0p (same as last year) to give a total dividend of 2.0p compared with 4.6p. Strategic * In Continental Europe private label growth continues, led by France and Spain. * In the United Kingdom private label household cleaner products continue to gain market share but laundry products were under pressure. * In Central and Eastern Europe private label products became well established and product range extended. * McBride sold Wrafton Laboratories to exit the Over the Counter pharmaceutical market. Current Trading The trading performance in July and August 2001 has continued in line with the stronger fourth quarter in the last financial year. Sales and profits of the core household and personal care products are ahead of the equivalent period of last year. Overall, trading profits in this two month period have made up for the absence of Wrafton. The Board are very aware of their responsibility to keep the shareholders informed of important matters relating to the Company. During the course of the last financial year a number of statements have been issued which relate to discussions with interested parties concerning a possible offer for the Company. Discussions are continuing and whilst there is no certainty at this stage that any transaction will result, an announcement will be made as further developments occur. For further information please contact: Financial Dynamics Andrew Dowler/ Fiona Meiklejohn Tel: 020 7 831 3113 Chairman's Statement This has been an eventful year for McBride. It began with a commitment from the Board to look at all strategic options with a view to improving shareholder value. Discussions were initiated with various interested parties about a sale of all or part of the business. Meanwhile difficult trading conditions during the first half year led us to indicate to shareholders in December and again in March, that our profitability was being adversely affected. In these difficult market conditions, we were first to launch soluble laundry sachets in the UK, taking advantage of excellent technical advances achieved in our Continental Europe operations. Then, in the final quarter of the year, we experienced a significant improvement in trading as markets began once again to favour the private label/minor brand alternative. The market in Continental Europe saw continued expansion in private label. Sales growth in France and Spain was particularly strong. In Eastern and Central Europe private label also continued to do well, becoming firmly established in The Czech Republic, Hungary and Poland. This overall picture presents a background for positive sales growth for McBride, notably with those major retailers who are rapidly expanding their operations in these countries, and justifies our confidence in the investments we have made. The UK market for private label/minor brand was broadly stable in volume terms. There was intense price competition amongst the major grocery retailers as each of them sought to improve their individual market shares. The continued weakness of the Euro resulted in escalating raw material and packaging input prices which adversely impacted profit margins, especially during the first half. In addition, translation of Euro-denominated profits into sterling was also adversely affected. For the year ended 30 June 2001, profit before taxation, goodwill amortisation, operating exceptional items and the effect of the Aerosol Products Limited joint venture, was £16.4 million, compared with £26.1 million in the previous year. Earnings per share, again before goodwill amortisation, operating exceptional items and the joint venture were 6.6 pence compared with 10.8 pence. The financial performance of Aerosol Products Limited continued to be a significant disappointment as the market for aerosol products became increasingly competitive during the year with further downward pressure on selling prices and volumes. This factor, together with supplier failures in aluminium cans and ethanol, resulted in a further loss in the financial year. A number of cost saving measures were implemented during the year and in June 2001 a redundancy programme was announced. All these measures should enable Aerosol Products Limited to show significantly improved results in 2001/2002. Under the terms of an agreement dated 5th October 1999 between Robert McBride Ltd and Nichol Beauty Products Ltd there is a put and call arrangement relating to the 50% shareholding of Aerosol Products Ltd owned by Nichol Beauty Products Ltd. The agreement gives Nichol Beauty Products Ltd the right to 'put' their shares to Robert McBride Ltd for a consideration of £12.0 million on or after 4th October 2001. In light of the disappointing trading performance of Aerosol Products Limited discussions are being initiated in respect of the put option with regard to both the timing and cost to McBride of the option. During the financial year, your Board undertook a detailed strategic review of the Over the Counter pharmaceutical business. In order to develop the Wrafton business, which was acquired in September 1999, discussions were held with a number of potential partners. These discussions did not provide an acceptable arrangement to develop the business rapidly, but did result in an offer being made for Wrafton. The Board accepted this offer and the sale of Wrafton to Perrigo Company was profitably completed on 29 June 2001. Board There have been a number of changes to the Board during the last financial year. In November 2000 John Budsworth retired from the Board having been with the Group since 1996. In February 2001 Andrew Butler, who joined the Board on flotation and was the senior non-executive director, also retired. In April 2001 Terry Monks, who joined the Group in 1993, six months after the Buy-In, announced his intention to resign from the Board to take up a senior position in the European Head Office of a United States based company. He will leave the Group at the end of September 2001. In addition Mr Alan Washkowitz, the Lehman-nominated Director has announced his intention to resign from the Board due to other commitments in the United States and will not offer himself for re-election at the Annual General Meeting. On behalf of the Board and the shareholders, I would like to thank them all for their contribution to the Group over a number of years. I would also like to thank all our employees who have continued to provide a significant contribution to the business. Following a selection process by the Board to find a new Finance Director, we are pleased to announce that an offer has been accepted by our preferred candidate. He is the Finance Director of a UK quoted company and a further statement will be made by McBride when his resignation has been announced by his current employer. Dividend In my report to shareholders in October 2000, it was explained that in light of the uncertainty of the discussions with interested parties the Board had decided to rebase the level of dividend. The Board is proposing to pay a final dividend of 2.0 pence in respect of the 2000/2001 financial year, which is in line with the final dividend paid last year. Current trading The trading performance in July and August this year has continued in line with the stronger fourth quarter of the last financial year. Sales and profits of the core household and personal care products are ahead of the equivalent period last year. Overall, trading profits in this two month period have made up for the absence of Wrafton. Chief Executive's Statement McBride remains Europe's largest manufacturer of retailer brand household and personal care products, being significantly larger in product range, sales and geographic coverage than its competitors. With operations in seven European countries, including a fast growing business in Poland, McBride is the principal supplier in its product sectors to the major European grocery retailers. As all markets became increasingly competitive, the management focus on providing high levels of customer service intensified. McBride successfully improved overall customer service levels during the year which, in the case of the UK business, was recognised in a survey by the Grocer Magazine in May 2001. This survey of retailers' opinions of their private label suppliers, gave McBride the accolade of being best in its class. Total sterling reported sales from the continuing business were £471.3 million compared with £478.3 million last year. The continued weakness of the Euro reduced sales on translation into sterling by £4.1 million and after allowing for this adverse currency effect and the effect of the joint venture, sales remained stable. The reported operating profit before goodwill amortisation, operating exceptional items and the impact of the joint venture was £23.9 million compared with £32.5 million last year. There was no significant currency effect on the reported profit. The results include a full year's contribution from Wrafton Laboratories which was sold at the end of the financial year. Although the business had only been owned by McBride since September 1999, substantial improvements were made to generate increased sales and enhance margins which was reflected in the price for the company. In our previous statements the market was advised of our intention to examine all options for reducing costs and improving sales, profits and cash flow. We decided to re-focus the management structure into geographic businesses in August 2000, away from the functional structure introduced in March 1999. This change, along with the recovery from the 1999 Estaimpuis fire, brought major benefits to customer service levels. There has also been de-manning at management and operational levels during the year ended 30 June 2001. The appointment of a group purchasing director and the integration of the UK and Continental Europe buying teams was completed and selling price increases were achieved in all markets, though not in all trade sectors. United Kingdom In recent years I have reported on the challenging market conditions for consumer goods and the strong competitor pressures from branded products. Both these factors remained important features of the UK market in 2000/2001 although there are increasing signs that the grocery retailers are seeking to improve their sales of retailer brand products across a number of categories including household and personal care. Sales of household and personal care products were £243.4 million compared with £255.9 million in the previous year, which included £7.3 million of sales from the Hull factory before its transfer into Aerosol Products Limited. There was a slight decline in private label's share of laundry products from 21.1% to 20.5% but the share of cleaning products rose from 29.8% to 30.3%. McBride succeeded in achieving a marginal growth in its share of the total private label market. The resultant sales performance was underpinned by the full impact of recent investments in the re-modelling of the Middleton factory, together with completion of the expansion project at the Barrow factory. During the year, as part of the ongoing programme of product innovation, McBride successfully launched its Brio Actipod textile washing liquid sachets ahead of the leading brand manufacturers. The Burnley factory rapidly implemented new soluble liquid sachet filling capacity which successfully produced this innovative high quality product which was well received by consumers and has contributed to the overall rise in sales of textile liquid wash during the year. Sales of textile tablets and automatic dishwasher tablets also increased as investment by McBride in new capacity came on stream. There was a major packaging change for concentrated washing up liquid with the launch of the product in a PET bottle and McBride rapidly and successfully introduced retailer brand variants during the year. The highly competitive conditions in the personal care market persisted with retailer brand share falling further in the year. Against this background McBride succeeded in growing its core personal care sales reflecting the strong and consistent operational performance by the Bradford factory. Continental Europe The sterling reported sales in Continental Europe were £227.9 million in the financial year which showed an increase of £5.5 million from the previous year. The continued Euro weakness once again masked a stronger underlying increase which, for the year, was 4.3% in local currency compared with the sterling increase of 2.5%. There were particularly strong sales in France, which is McBride's second largest market, where turnover increased by 8%. In Spain, sales grew by 27%, while in the Italian market sales were marginally below the previous year. It is worth highlighting that the final quarter was the strongest of the year, with sales ahead of the equivalent period of the previous year by 11.3%. Our plan to grow sales in the markets of Central and Eastern European markets was again successful with another year of growth in Poland. McBride succeeded in winning more business with the Western European grocery retailers who continue to invest in the region. McBride's sales offices established in Prague and Budapest have started to generate sales. Operating profit before goodwill amortisation was £6.6 million compared with £ 13.5 million in the previous financial year. The primary cause of the profit decline was severe margin pressure which was particularly acute in January and February. Continental Europe suffered from a further escalation in raw material and packaging prices, together with higher transport costs. The main contributory factor was the sustained weakness of the Euro against the US dollar which, combined with petrochemical and pulp price inflation, added significantly to input costs. A number of management actions were implemented to improve the operating margin but it was also necessary to raise selling prices across a broad range of products in all EU and international markets. The increased selling prices were implemented on a phased basis during the second half of the year, having a full effect in the final quarter. Joint Venture Last year I reported that the results of Aerosol Products Ltd, the joint venture with Nichol Beauty Products, had been disappointing due to operational and information system issues surrounding the integration of McBride's Hull site and Nichol's Thetford site. The physical closure of Thetford and the expansion of Hull caused much disruption and incremental cost. This year at the interim stage I reported that the joint venture had succeeded in achieving an improved level of customer service. This improvement was maintained in the second half of the year such that our major retailer and contract customers have regained their confidence in the company as a reliable aerosol supplier. We have, however, experienced exceptionally poor supplier performance in both aluminium cans following a major producer plant closure and shortage of ethanol capacity. Market conditions also changed adversely during the year, declining by about 8% by value and some 4% by volume. This has resulted in the sales volumes of the joint venture continuing to decline and falling well short of expectations. Whilst a number of improvements, price increases and cost saving measures have been implemented during the year, including a redundancy programme which was announced in June and implemented in July, the trading losses continued albeit at lower levels. The McBride share of the loss, after interest, but before goodwill amortisation was £3.5 million. Corporate Activity As part of the strategic review, the Board re-examined planned options to develop Wrafton, the Over The Counter pharmaceutical business acquired in September 1999. A major element of the OTC strategy was to develop the product range by alliance with potential partners identified before acquisition. Discussions were held with a number of parties resulting in an offer from one of them to purchase the business. On 1 June 2001 the Board announced the sale of Wrafton to Perrigo Company. The sale was completed on 29 June 2001 and the Board believe the gross consideration received of £28.3 million for McBride's 92.5% shareholding reflects the long term strategic value of the business. The disposal of Wrafton has allowed the Group to reduce borrowings and focus on the development of the core household and personal care businesses. The Board are very aware of their responsibility to keep the shareholders informed of important matters relating to the Company. During the course of the last financial year, a number of statements have been issued which relate to discussions with interested parties concerning a possible offer for the Company. Discussions are continuing and whilst there is no certainty at this stage that any transaction will result an announcement will be made as further developments occur. The Board takes some confidence from the effects of the actions taken as a result of our review and the strong April to June performance, and will continue to explore strategic options available to the Group to maximise shareholder value. CONSOLIDATED PROFIT AND LOSS ACCOUNT Continuing Year Discontinued Year Total Ended 30 June Ended 30 June Year Ended 30 June 2001 2001 2001 £m £m £m Turnover Continuing operations and share of joint venture 490.3 26.3 516.6 Less: share of joint venture's (19.0) - (19.0) turnover Total Group Turnover 471.3 26.3 497.6 Cost of sales (302.2) (14.9) (317.1) Gross profit 169.1 11.4 180.5 Distribution costs (24.6) (0.3) (24.9) Administrative costs Before goodwill (123.7) (8.0) (131.7) amortisation Goodwill amortisation (1.1) (0.9) (2.0) Administrative costs including goodwill amortisation (124.8) (8.9) (133.7) Group operating profit 19.7 2.2 21.9 Share of joint venture's operating loss before goodwill amortisation (2.5) Goodwill amortisation in (0.4) joint venture Goodwill impairment in joint venture (2.1) Share of joint venture's operating loss (5.0) Profit on disposal of fixed - assets in continuing operations Profit on disposal of discontinued operations 2.9 Loss on transfer of business to JV (including goodwill previously written off to reserves of £1.4 million) - Profit on ordinary activities before interest 19.8 Group interest receivable and similar income 0.8 Group interest payable and similar charges (8.3) Share of joint venture's interest payable and similar charges (1.0) Profit on ordinary activities before taxation 11.3 Group tax on profit on ordinary activities (4.1) Share of joint venture's tax credit on ordinary activities 1.3 Profit on ordinary activities after taxation 8.5 Equity minority interest (0.5) Profit for the period 8.0 Dividends proposed (3.6) Retained profit/(loss) for the 4.4 period All operations above are continuing Earnings per ordinary share (p) *Basic and diluted 4.5 *Basic before operating exceptional items, shares of joint venture and goodwill amortisation 6.6 Dividend per share (pence) 2.0 CONSOLIDATED PROFIT AND LOSS ACCOUNT continued.. Continuing Discontinued Total Year Year Year Ended 30 June Ended 30 June Ended 30 June 2000 2000 2000 £m £m £m Turnover Continuing operations and share of joint venture 492.6 18.5 511.1 Less: share of joint venture's turnover (14.3) - (14.3) Total Group Turnover 478.3 18.5 496.8 Cost of sales (301.0) (10.5) (311.5) Gross profit 177.3 8.0 185.3 Distribution costs (23.1) (0.2) (23.3) Administrative costs Before goodwill amortisation (123.4) (6.1) (129.5) Goodwill amortisation (0.9) (0.6) (1.5) Administrative costs including goodwill amortisation (124.3) (6.7) (131.0) Group operating profit 29.9 1.1 31.0 Share of joint venture's operating loss before goodwill amortisation (2.2) Goodwill amortisation in joint venture (0.2) Goodwill impairment in joint venture - Share of joint venture's operating loss (2.4) Profit on disposal of fixed assets in continuing operations 3.4 Profit on disposal of discontinued operations - Loss on transfer of business to (2.9) JV (including goodwill previously written off to reserves of £1.4 million) Profit on ordinary activities before interest 29.1 Group interest receivable and similar income 0.2 Group interest payable and similar charges (6.6) Share of joint venture's interest payable and similar charges (0.4) Profit on ordinary activities before taxation 22.3 Group tax on profit on ordinary activities (6.5) Share of joint venture's tax credit on ordinary activities - Profit on ordinary activities after taxation 15.8 Equity minority interest (0.4) Profit for the period 15.4 Dividends proposed (8.2) Retained profit/(loss) for the period 7.2 All operations above are continuing Earnings per ordinary share (p) *Basic and diluted 8.7 *Basic before operating exceptional items, shares of joint venture and goodwill amortisation 10.8 Dividend per share (pence) 4.6 BALANCE SHEET Group Group Company Company As at As at As at As at 30 June 30 June 30 June 30 June 2001 2000 2001 2000 £m £m £m £m Fixed assets Intangible assets 11.7 26.5 - - Tangible assets 139.3 153.8 0.2 0.2 Investments 5.0 7.5 155.0 173.5 Total fixed assets 156.0 187.8 155.2 173.7 Current assets Stocks 48.6 59.0 - - Debtors 98.1 104.8 71.3 73.7 Cash at bank and in hand 2.7 8.2 - - 149.4 172.0 71.3 73.7 Creditors: amounts falling due within one year (134.4) (167.4) (9.5) (26.1) Net current assets 15.0 4.6 61.8 47.6 Total assets less current liabilities 171.0 192.4 217.0 221.3 Creditors: amounts falling due after more than one year (90.4) (116.8) (48.9) (52.2) Provisions for liabilities and charges (0.4) (0.9) - - Investment in joint venture Share of gross assets 7.7 10.5 - - Share of gross liabilities (15.0) (15.7) - - Net investment in joint venture (7.3) (5.2) - - Net assets 72.9 69.5 168.1 169.1 Capital and reserves Called up share capital 17.8 17.8 17.8 17.8 Share premium account 139.3 139.3 139.3 139.3 Profit and loss account (84.6) (88.8) 11.0 12.0 Equity shareholders' funds 72.5 68.3 168.1 169.1 Equity minority interest 0.4 1.2 - - Net assets 72.9 69.5 168.1 169.1 These financial statements were approved by the Board of Directors on 5 September 2001 and were signed on its behalf by: M HANDLEY T J MONKS Directors CONSOLIDATED CASH FLOW STATEMENT Year ended Year Year Year 30 June Ended ended Ended 2001 30 June 30 June 30 June 2001 2000 2000 £m £m £m £m Net cash flow from operating activities 33.5 43.0 Returns on investments and servicing of finance (7.9) (6.2) Taxation (6.1) (5.3) Operating cash flow after taxation and finance costs 19.5 31.5 Capital expenditure Cash expenditure on fixed assets (14.9) (24.5) Insurance proceeds on disposal of tangible fixed assets - 2.3 Disposal of fixed assets 0.7 0.3 (14.2) (21.9) Acquisitions and disposals Purchase of subsidiary undertakings (4.8) (22.2) Sale of subsidiary undertakings 25.7 - Overdrafts acquired with subsidiaries - (0.4) Other payments - 0.0 Deferred consideration payments (4.4) (1.9) 16.5 (24.5) Equity dividends paid (3.6) (13.5) Cash flow before financing 18.2 (28.4) Financing (22.8) 28.8 Increase/(decrease) in cash in the year (4.6) 0.4 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT Year ended Year 30 June ended 2001 30 June £m 2000 £m Increase/(decrease) in cash in the year (4.6) 0.4 Cash inflow/(outflow) from movement in debt and lease 21.9 (29.4) financing Movement on finance leases 0.9 0.6 Change in net debt resulting from cash flows 18.2 (28.4) Loans and finance leases acquired with subsidiaries - (2.6) Net debt disposed of with subsidiaries 0.6 - Translation differences 3.0 2.3 Movement in net debt in the year 21.8 (28.7) Net debt at the beginning of the year (115.0) (86.3) Net debt at the end of the year (93.2) (115.0) CONSOLIDATED STATEMENT OT TOTAL RECOGNISED GAINS AND LOSSES Year Year ended ended 30 June 30 June 2001 2000 £m £m Profit for the financial year 8.0 15.4 Unrealised foreign currency differences (0.2) (0.2) Total recognised gains and losses relating to the financial year 7.8 15.2 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS Year Year Ended ended 30 June 30 June 2001 2000 £m £m Profit for the financial year 8.0 15.4 Equity dividends (3.6) (8.2) Retained profit at the year end 4.4 7.2 Unrealised foreign currency differences (0.2) (0.2) Goodwill written back/(off) to profit and loss account - 10.4 Opening shareholders' funds 68.3 50.9 Closing shareholders' funds 72.5 68.3 1) EXCHANGE RATES The exchange rates against sterling used for the periods were as follows: Year Year ended ended 30 June 30 June 2001 2000 £m £m Average rate: Euro 1.63 1.59 Belgian Franc 65.63 64.24 French Franc 10.67 10.45 Italian Lira 3,150 3,083 Spanish Peseta 270.7 264.9 Dutch Guilder 3.59 3.51 Polish Zloty 6.16 6.61 Czech Koruna 56.69 59.28 Hungarian Forint 426.2 424.3 As at As at 30 June 30 June 2001 2000 £m £m Closing rate: Euro 1.66 1.58 Belgian Franc 67.02 63.71 French Franc 10.90 10.36 Italian Lira 3,217 3,058 Spanish Peseta 276.4 262.8 Dutch Guilder 3.66 3.48 Polish Zloty 5.64 6.58 Czech Koruna 56.22 56.23 Hungarian Forint 404.8 410.4 2) SEGMENTAL INFORMATION Year Year ended ended 30 June 30 June 2001 2000 £m £m Turnover by destination is analysed by geographical areas as follows: Continuing operations UK 238.3 251.0 Continental Europe 228.9 223.0 Rest of World 4.1 4.3 Continuing Group Turnover 471.3 478.3 Share of joint venture's turnover 19.0 14.3 Turnover: group and share of joint venture 490.3 492.6 Discontinued operations UK 26.3 18.5 Turnover by destination 516.6 511.1 Turnover by geographical origin is analysed as follows: Continuing operations UK 243.4 255.9 Continental Europe 227.9 222.4 Continuing Group turnover 471.3 478.3 Share of joint venture's turnover 19.0 14.3 Turnover: group and share of joint venture 490.3 492.6 Discontinued operations UK 26.3 18.5 Turnover by origin 516.6 511.1 Turnover by class of business is analysed as follows: Continuing operations Household products 404.5 406.6 Personal care products 66.8 71.7 Continuing Group turnover 471.3 478.3 Share of joint venture's turnover 19.0 14.3 Turnover: group and share of joint venture 490.3 492.6 Discontinued operations Pharmaceuticals 26.3 18.5 Total turnover by class of business 516.6 511.1 2) SEGMENTAL INFORMATION Year Year ended ended 30 June 30 June 2001 2000 £m £m Operating profit by geographical origin is analysed as follows: Continuing operations UK 13.3 16.6 Continental Europe 6.4 13.3 Operating profit 19.7 29.9 Discontinued operations UK 2.2 1.1 Group operating profit 21.9 31.0 Non operating profit (3.1) (2.3) Net interest payable (7.5) (6.4) Profit on ordinary activities before tax 11.3 22.3 The UK business includes total goodwill amortisation of £1.8 million, of which £0.9 million relates to discontinued operations. The Continental Europe business includes goodwill amortisation of £0.2 million. Operating profit by class of business in analysed as follows: Continuing operations Household products 17.5 28.5 Personal care products 2.2 1.4 Operating profit 19.7 29.9 Discontinued operations Pharmaceuticals 2.2 1.1 Group operating profit 21.9 31.0 Non operating items (3.1) (2.3) Net interest payable (7.5) (6.4) Profit on ordinary activities before tax 11.3 22.3 The continuing household business includes goodwill amortisation of £1.1 million. The discontinued pharmaceutical business goodwill amortisation is £ 0.9 million. As at As at 30 June 30 June 2001 2000 £m £m Net assets by geographical origin are analysed as follows: UK Continuing operations 82.1 77.6 Discontinued operations - 7.2 Continental Europe 88.1 81.7 170.2 166.5 Non operating liabilities (97.3) (97.0) Net assets 72.9 69.5 Non operating liabilities include cash less short and long-term borrowings, provisions for liabilities and charges and dividends. It is not possible to provide an analysis of the net assets by class of business as a number of the Group's operating sites manufacture both private label Household and Personal Care products. Notes: 1. The financial information set out above for the year ended 30 June 2001 does not constitute statutory accounts as defined in section 240 of the Companies Act 1985, but is derived from those accounts. The statutory accounts for the year ended 30 June 2000 have been delivered to the Registrar of Companies and those for 2001 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) of (3) of the Companies Act 1985. 2. The Annual Report for 2001 will be issued to shareholders on 28 September 2001 and will be available from the Company Secretary at the Company's registered office, McBride House, Penn Road, Beaconsfield, Buckinghamshire HP9 2FY; the Annual General Meeting will be held on Thursday 13 December 2001. 3. The calculation of earnings per share is based on the profit on ordinary activities after taxation and minority interest divided by the average number of shares in issue during the year of 177,639,197 (2000: 177,639,197). 4. If approved at the Annual General Meeting on 13 December 2001, the final dividend of 2.0p per share will be paid on 4 January 2002 to shareholders on the register at 7 December 2001.

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