Annual Financial Report

RNS Number : 2132K

Rentokil Initial PLC

15 April 2010

 



RENTOKIL INITIAL PLC

PUBLICATION OF 2009 ANNUAL REPORT AND NOTICE OF 2010 ANNUAL GENERAL MEETING

15 April 2010

Rentokil Initial plc ("the Company") has made available to shareholders its 2009 annual report and

the notice of annual general meeting ("AGM"). They are now available on the Company's website at

www.rentokil-initial.com.

Printed copies of these and related documents were posted to shareholders who requested non-electronic communications on or around 13 April 2010 and the documents listed below have been submitted to the UK Listing Authority ("UKLA") and will be available for inspection shortly at the UKLA's document viewing facility at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS. Tel: [phone].

2009 Annual Report

2010 Notice of AGM and ancillary documents

In addition, these documents are also available to view on the Company's website at:

www.rentokil-initial.com/pdf/Rentokil_AR09.pdf

www.rentokil-initial.com/pdf/notice_of_meeting.pdf

In accordance with paragraph 6.3.5 of the Disclosure and Transparency Rules we set out below a management report extracted from the annual report in unedited full text.  Accordingly page references in the text below refer to page numbers in the annual report. Our final results announcement issued on 19 February 2010 contained a condensed set of financial statements.

The Company's AGM will be held at No. 4 Hamilton Place, London, W1J 7BQ on Friday 14 May 2010 at 11.00am.

Enquiries:

Katharine Rycroft, Head of Investor Relations, Rentokil Initial plc                  Tel: [phone]

Alexandra Laan, Assistant Company Secretary, Rentokil Initial plc               Tel: [phone]

Kate Holgate, Brunswick Group                                                                     Tel: [phone]

Statement by the Chairman and the Chief Executive

Overview of performance in 2009

2009 has been a year of strong progress for Rentokil Initial. Although there has been no easing in the wider economic conditions our results exceeded our expectations and clearly demonstrated the effects of the operational strategy we began 18 months ago.

At actual exchange rates group revenue rose by 5% to £2.5 billion (although it declined by 2.2% at constant exchange rates) and adjusted profit before tax grew by 54% to £166.5 million. Our cash flow performance was outstanding at £317 million - 2.4 times greater than the £130 million recorded in 2008. Net debt was reduced from £1.36 billion to £1.11 billion.

We also exceeded our service and cost targets for the year. The group's "state of service" is 98.1%, a very respectable performance when compared to our peers and a strong improvement on 2008. Cost savings of £82 million were achieved, of which £54 million was delivered by the on-going City Link restructuring programme.

In last year's annual report we stated that improving the performance of our five turnaround businesses would be key to restoring profitability for the group. We are pleased to report that City Link, UK Washrooms, UK Pest Control, Australia Washrooms and Australia Pest Control have made strong progress through the year and are now focused for growth. City Link in particular reduced its losses from £43.5 million in 2008 to £5.6 million in 2009 and returned to profitability in the fourth quarter. Restoring City Link to previous levels of profitability is now the challenge ahead.

Strategy update

In our 2008 statement to shareholders we outlined our key objectives for 2009. We were determined to deliver consistent and outstanding service to our customers while at the same time driving down the cost of running the business and achieving a high level of profit to cash conversion from our activities. The company's three-year plan continues to focus on the five strategic thrusts introduced last year, progress against which is shown below.

1. Delivering outstanding customer service

We have made excellent progress in driving customer service during the year. Three sub-initiatives to this thrust are: driving basic service levels across our business; ensuring accountability for customer relationships across our 500,000 customers; and instilling shared values and behaviours across the group of Service, Relationships and Teamwork.  State of Service at the end of 2009 was 98.1%. Service has improved dramatically across the turnaround businesses of City Link, UK Washrooms, UK Pest Control, Australia Washrooms and Australia Pest Control, all of which have a State of Service at 96% or better.

Our new values of Service, Relationships and Teamwork were developed in close consultation with our front-line colleagues and we have been particularly encouraged by the way in which they have been adopted so enthusiastically across the business.

Customer retention continues to be a major focus for the group. While progress has been made in ensuring personal accountability for customer contact management, further improvement is required in responsiveness, proactive customer contact and in tailoring customer propositions.

Initiatives for 2010 include the introduction of Customer Care staff and further systems development to enable improvement in first-time query resolution. A "Welcome Pack" pilot for new customers and implementation of Account Management Cycles to ensure customer satisfaction and identify growth opportunities (i.e. cross selling) will also be implemented. Net Promoter Score surveys (a measure of customer satisfaction) will be cascaded across our countries of operation down to branch level and competitor benchmarking tools will be adopted.

2. Developing the capability of our organisation and people

Strong progress was made in 2009 in driving HR initiatives, including upgrading functional and operational management, performance management and global grading.

Senior management was strengthened through the appointments of new managing directors and finance directors for Textiles and Washrooms, Asia Pacific and UK Pest Control, with good progress already visible. Senior management was strengthened further through the appointment of a new managing director for the Pest Control division. Gaps remain in sales leadership, procurement and innovation. We will strengthen these functions during 2010.

Performance Development Reviews (PDRs) were established and rolled out to 1,900 managers during the year. Global grading has been implemented across the group. A talent review was established for the top 120 managers and will be rolled out across the top 500 in the second quarter of 2010. Further HR process improvements are planned for 2010.

Development of service and sales capability has progressed in 2009 but requires on-going focus, particularly in sales. Maximising performance in this function will be a prerequisite for future growth. During the year a Technician Performance Assessment programme for Pest Control colleagues was launched in 39 countries, assessing service technicians on skills including communication, attitude and engagement with customers and other colleagues. Subsequent coaching was tailored to address areas of weakness. A similar programme for sales colleagues will be rolled out across the Pest Division in 2010.

3. Delivering operational excellence in all our processes and functions

Progress has been made in driving common systems across all businesses and geographies and in updating the group governance framework and standard operating procedures. The roll-out of standard hand-held terminals is now advanced in developed markets and adoption of the iCABS contract management system is driving improved control in Pest Control and Washrooms. Further global iCABS implementations in Pest Control and Washrooms are planned for 2010. The Navision finance system will be implemented across a number of businesses over the coming years.

During 2009 we entered into a landmark agreement with Google to deploy Google Apps™ Premier Edition across the group's international workforce. The new platform provides a single web-based communication and collaboration suite to replace the existing 180 e-mail domains and 40 mail systems across the company's six divisions. Roll-out will be completed by the end of 2010.

4. Operating at lowest possible cost consistent with our service objectives and delivering maximum cash

A total of £82 million cost savings were achieved during 2009, of which £54 million can be attributed to City Link's depot rationalisation programme and on-going reductions in vehicle fleet and headcount.

A review of the Textiles and Washroom division's processing footprint and its procurement strategy identified cost savings of around €30 million (of which €20 million is anticipated to come from procurement) by 2011. In Belgium two textiles plants and one hospitals services plant are due to be closed early in the second quarter of 2010 with annualised cost savings of £3.7 million from 2011. In France the closures of one textiles plant, one hospitals services plant and the flat linen operations have been agreed with annualised cost savings of £4.4 million in 2011. Other European streamlining initiatives are underway in Switzerland, Italy, Spain and the Nordics. Procurement savings in Washrooms have started well. A textiles supply chain project has begun to tackle the complex, resource intensive and large procurement opportunity in this division.

We anticipate a further £75 million of savings in 2010, over and above those delivered in 2009. These will be realised predominantly from the City Link and Textiles and Washrooms restructuring programmes.

The group generated operating cash flow of £317 million (2008: £130 million), representing 143% cash conversion, and well in excess of our full year target of 95%. This was achieved through reducing Days Sales Outstanding (DSO) from 61 days to 49 days and by reducing capital expenditure from 116% of depreciation in 2008 to 83% in 2009. Our target DSO for 2010 is 47 days, cash conversion at 102% and capex at 95% of depreciation, excluding cash spent on restructuring.

Programme Olympic

Programme Olympic, so named because our planned completion date is in 2012, is a programme of process-led change for our business support activities. Our goal is to deliver the desired organisational and technological requirements to drive a culture of "Right First Time" throughout the organisation. Our objectives are to dramatically improve both customer service - driving retention and revenue growth - and our financial performance - both the cost base and the balance sheet.

Olympic consists of six programmes. The first four are process focused; the remaining two - property and organisation development - are big drivers of administration and overhead costs.

The six goals of the programme are:

Prospect to Cash - development of best practice processes to drive the customer lifecycle from prospecting for new customers to cash collection

Procure to Pay - development of best practice processes to drive the supplier lifecycle

Recruit to Reward - development of best practice processes to drive the employee lifecycle

Record to Report - development of best practice processes to drive accounting processes

Property- optimise the use of our property portfolio through greater utilisation of facilities

Organisation Development - develop best practice and optimise our organisation structure

The high level design phase has been completed for most components of the process programmes with some pilot studies underway.

5. Delivering profitable growth through organic actions and bolt-on acquisitions

Our focus up until the first half of 2009 was directed at driving a customer service and operational excellence agenda. At the beginning of the second half we turned our attention to the growth agenda. Our growth strategy will focus on increasing market share in our established markets - through effective sales and marketing and service expansion - and by acquisition. In addition we will seek to develop our presence and capability in growth markets (including the Middle East, China and India).

In the third quarter we embarked on an important project to refine our markets and marketing propositions within the Washrooms and Pest Control businesses with the intention of differentiating ourselves more clearly from our competition. Historically we have left almost complete discretion to local sales teams over how they present our service offering and where they look for customers. Work is now underway to better segment our markets, refine our customer propositions and identify and develop prospects more effectively. By doing this we can match our offers to customer needs, identify the most attractive segments to be in and equip our sales teams with the tools necessary to increase sales conversion rates.

It has become clear to us over the year that our Facilities Services division would be strengthened by the addition of a manned guarding operation, given the continued move in the market towards bundled services.

Goals

In last year's report we introduced 17 key performance indicators (KPIs) under three categories: Colleagues, Customers and Shareholders. These have been introduced across the organisation with all divisions reporting monthly to senior management on progress. Full details of our performance against these KPIs can be found on page 6.

Funding and dividend

At 31 December 2009 the group had net debt of £1,108 million. Of this, £915 million is represented by capital market notes issued by the group and the earliest maturity of any of these instruments is 2013. The group has good headroom in its bank facilities in terms of funds available to withdraw and has good and improving headroom in relation to its covenant. Headroom at 26 March 2010 was £285 million.

Full details of the group's capital structure and financing are set out in the Financial Review on pages 16 to 19.

In view of the continuing economic uncertainty in the markets within which we operate and our desire to strengthen the group's balance sheet to increase our financial flexibility, the board has decided not to propose a final dividend to shareholders. We hope, however, that our shareholders will be encouraged by what we achieved in 2009. We and the board remain committed to restoring the dividend and this will be kept under review as we make further progress in both rebuilding the profitability and strengthening the balance sheet of Rentokil Initial.

People

In October 2009 Andy Ransom, Executive Director, took on the role of Managing Director of Pest Control and has relinquished responsibility for the Asia Pacific division. As mentioned earlier, in 2009 there were a number of changes in the leadership of the group's divisions in key businesses to strengthen the capability of the organisation.

In March 2010 Michael Murray resigned as a director and Chief Financial Officer with effect from 31 March 2010. The company has announced the appointment of Jeremy Townsend as his successor and this appointment will take effect later in the year. The board thanks Michael Murray for his contribution during his time with the group.

Outlook

In 2009 we delivered on our promises by substantially improving customer service, maximising cash flow and accelerating cost savings. We are now mobilising the group to create a platform for growth. Although we see no easing in economic conditions across most of our markets this year, our objectives are to deliver modest revenue growth, take out more costs and make further improvements in customer service and responsiveness. Above all in 2010 we intend to lay the foundations for profitable growth in 2011 and beyond.

To conclude, 2009 saw your company take many small steps on its three- to five-year journey to recovery. Our objective for 2010 is to continue along this path but the emphasis will be on laying the foundations for profitable growth in 2011 and beyond. Our shareholders, employees and customers continue to give strong support to Rentokil Initial and we thank them for their loyalty, commitment and trust.

John McAdam                                    Alan Brown
Chairman                                           Chief Executive
26 March 2010

Strategy update

Strategic aim	Key metrics
Outstanding Customer Service	Drive customer service across all our businesses Instil values and behaviours Ensure personal accountability for Customer Contact Management Measure customer satisfaction
Developing Capability	Drive performance management, global grading and HR information systems Upgrade functional and operational management Develop service and sales capability
Delivering Operational Excellence	Fix turnaround businesses Develop common information systems and processes Consistent KPIs across the organisation Update group governance framework
Lowest Cost and Maximum Cash	Deliver £70 million cost savings in 2009 Achieve 95% cash conversion target in 2009 Drive down administration costs Increase textiles processing productivity Deliver procurement savings
Profitable Growth	Market segmentation and brand development Sales effectiveness Service expansion Developing markets Acquisitions
Progress in 2009 (for each strategic aim above)	What to expect from 2010 (for each strategic aim above)
Service monitored and reported across company - State of Service 98.1%, +96% in turnaround businesses Excellent adoption of "Service, Relationships and Teamwork" ethos Personal accountability in place, outstanding customer queries falling rapidly Net Promoter Scores (NPS) monitored across group operations	Proactive customer management to improve query resolution times and retention and identify growth opportunities Implementation of Account Management Cycles for new and existing contracts Cascade NPS objectives down to branch level, launch competitor benchmarking
PDRs rolled out to top 1,900 managers, global grading of employees New senior management teams in Pest Control, Textiles and Washrooms, Asia Pacific Successful implementation of Technician Performance Assessment programme for Pest employees	Talent Review of top 500 employees Further strengthening of group sales, procurement and innovation capability Implementation of Sales Performance Assessment programme and technician induction and training programme for Pest employees
City Link, Australia Pest, Australia Washrooms, UK Washrooms and UK Pest - off critical list and focused for growth Good progress on driving common systems - inc. iCABS, PDAs and finance systems KPIs now monitored across group Central policy framework upgraded	Develop City Link growth agenda, roll out brand and customer proposition strategy in UK Pest and Washrooms Further roll-out of iCABS and PDAs, complete Navision implementation in US, develop common Textiles operating system Reinforce governance and business conduct rules in Q1 2010
Cost savings of £82 million (of which £54 million was from City Link) 143% cash conversion: DSO from 61 to 49 days, capex at 83% of depreciation at AER Reduction in administration and overheads from 19% to 17.9% of revenue Textiles restructuring underway in Belgium and France, further programmes on-going Washrooms procurement savings proceeding well, a slower start to Textiles	£75 million cost savings target for 2010 (City Link depot and hub consolidation, Textiles and Washrooms procurement and plant rationalisation, other group initiatives inc. £17 million indirect procurement savings) Reduce administration and overheads from 17.9% to 16% by 2012 Further reduction in DSO from 49 to 47 days Cash conversion 102%+, capex 95% of depreciation, 15% reduction in stock by end 2010
Common industry and market segmentation being established across the group, services matched to customer needs through key brand propositions Improvements in sales productivity (new customer targeting, greater focus on sales to existing customers) but overall productivity still unacceptably low Developing markets - Libyan Pest Control contract operationally successful despite delayed payments Acquisitions significantly curtailed in 2008/09 due to focus on operational excellence agenda	Three major pilots underway to improve sales effectiveness and improve retention, success to be determined within six to nine months, adoption of new procedures thereafter Develop service expansion and innovation agenda Develop manned guarding capability (organic and through potential acquisition) Identify potential acquisition opportunities in existing and developing markets (North America, Middle East, China and India)

Business review

This review of performance takes a close look at each of our business areas - Textiles and Washroom Services, Pest Control, Asia Pacific, Ambius, City Link, and Facilities Services. In each case we report on market conditions, record our progress against key performance indicators and discuss the most important developments in 2009 and our expectations for 2010.

Basis of preparation

Segmental information has been presented in accordance with IFRS 8 "Operating Segments" which the group has implemented with effect from 1 January 2009. This review also reflects internal organisation changes made in the third quarter resulting in some businesses moving from Pest Control to Textiles and Washroom Services. Prior year comparisons and prior year periods have been restated. In all cases references to operating profit are for continuing businesses before amortisation and impairment of intangible assets (other than computer software). References to adjusted operating profit and adjusted profit before income tax also exclude items of a one-off nature, totalling a net cost of £37.1 million (2008: £19.6 million) that have had a significant impact on the results of the group. They relate directly to the group's various performance improvement initiatives and consist mainly of redundancy and other reorganisation costs including consultancy, plant and office closure costs net of the profit on sale of certain properties, profit or loss on disposal of businesses not classified as discontinued and acquisition integration cost. They have been separately identified as they represent an investment in the future performance of the group and are not considered to be "business as usual" expenses and have a varying impact on different businesses and reporting periods. All comparisons are at constant 2008 full year average exchange rates.

Full year financial overview

Full year revenue of £2,355.8 million (at constant exchange rates) declined by 2.2% on the same period last year, but grew 5.0% at actual exchange rates. Revenue performance was held back principally by City Link and Initial Facilities Services, both of which experienced particularly difficult market conditions in 2009. Despite the weakened economy, Textiles and Washroom Services and Pest Control reported revenue growth of 2.5% and 3.3% respectively with some notably robust country performances in both divisions. The contract portfolio decreased by 3.6% year-on-year reflecting customer terminations and a slowdown in new business which we attribute directly to the economic downturn. Group operating profit (before amortisation and impairment of intangible assets) increased by 7.2% to £158.2 million and adjusted operating profit (again before amortisation and impairment of intangible assets) amounted to £195.3 million, an increase of 16.8% on the prior year. Group full year adjusted profit before tax and amortisation grew by 29.8% to £140.1 million. Profit before income tax from continuing operations was £47.2 million (2008: £22.8 million), an increase of 107.0%. This profit reflects £55.8 million of amortisation and goodwill impairment charges (2008: £65.5 million) and is stated after charging one-off costs of £37.1 million (2008: £19.6 million). Full details of divisional performance can be found on pages 11 to 15.

Textiles and Washrooms Services

Market conditions

Difficult trading conditions were experienced throughout 2009 in the textiles and washrooms market in Europe. These macro economic issues have been reflected in lower volumes and continuing price pressure. Some first signs of recovery began to emerge in late Q4 2009, with a slow improvement expected through 2010.

	Fourth quarter			Full year
£m	2009	2008	Change	2009	2008	Change
At 2008 constant exchange rates:
Revenue	195.2	191.3	2.0%	772.1	753.6	2.5%
APBITA*	34.3	32.4	5.9%	115.1	123.3	(6.7%)
At actual exchange rates:
APBITA*	38.5	34.0	13.2%	128.4	123.3	4.1%

*Adjusted profit before interest, one-off items and amortisation and impairment of intangible assets, other than computer software.

Revenue increased by 2.5% primarily due to a robust performance from France (up 4.9%), modest growth in Germany (up 2.4%) and the benefit of the Raywerk acquisition in Austria at the end of 2008. Excluding Raywerk underlying growth was 1%. Performance was impacted by market declines and competitive pressure in the Benelux, where revenue was marginally below the prior year, and reflected strong price competition coupled with poor retention rates. Reduced demand and changes in the pricing structure in the UK manufacturing business also had an adverse impact on revenue. Divisional portfolio growth of 2% was encouraging given on-going market challenges.

Adjusted operating profit decreased by 6.7% on the prior year (up 5.9% in Q4) reflecting unusual items associated with reorganisation costs and post-acquisition integration costs for Raywerk. Excluding these and the contribution from Raywerk, underlying profit fell by 2.0%. Profits in France and Germany were ahead, driven by the above-mentioned revenue growth, but this was offset by reduced profits in the Benelux due to severe pricing competition and the inability to cover various cost increases such as wage inflation. Margins were under pressure during the year due to increases in depreciation costs due to new garment rental contracts and cost increases on longer-term energy contracts not fully covered by price increases.

Operating cash flow increased by 63% reflecting the division's drive on DSO, lower capital expenditure and tighter stock management.

A review of the division's processing footprint and its procurement strategy identified cost savings of around €30 million (of which €20 million is anticipated to come from procurement).

In Belgium two textiles and one hospitals services plant are due to be closed by the end of Q1 2010 with annualised cost savings of £3.7 million from 2011. In France the closures of one textiles plant, one hospitals services plant and flat linen operations have been agreed with annualised cost savings of £4.4 million in 2011. Union negotiations in both countries have proceeded in line with plan and associated capital expenditure and change programmes are largely on track.

Operating units in Italy, the Nordics and the UK manufacturing operations have been consolidated under single management teams. The Swiss Textiles and Washrooms unit is now managed as an integral part of our German operations. Further management structures and cost cutting initiatives have been approved in the French Hygiene operations, Spain and the Divisional Team.

One-off investments in these restructuring plans represent a £26.3 million charge in 2009, £6 million cash outflow in 2009, £26.4 million in 2010, to realise £12.4 million cost savings in 2011.

A divisional Executive Supply Chain organisation was created during the year to enable initiatives to be leveraged across the broader procurement, warehousing and distribution arena. However, the procurement and innovation agendas remain at an early stage of development.

The leadership of the division was significantly strengthened during the year with a number of key appointments including a new Managing Director and Finance Director.

2010 preview

A number of initiatives have been put in place to improve the competitiveness of the Textiles and Washrooms division during this period. Significant restructuring programmes are underway in Belgium and France, which should start to yield benefits in 2010. Extensive cost-savings programmes will also be on-going through the year across all businesses.

Pest Control

Market conditions

Most countries within the Pest Control division experienced difficult market conditions in 2009. The global recession affected South Africa later than the other geographies, the impact of which was felt from Q2 2009 onwards. Our operations in the Caribbean did not appear to be significantly affected.

	Fourth quarter			Full year
£m	2009	2008	Change	2009	2008	Change
At 2008 constant exchange rates:
Revenue	96.4	94.2	2.3%	396.7	384.1	3.3%
APBITA*	18.2	15.3	19.0%	75.2	73.8	1.9%
At actual exchange rates:
APBITA*	20.6	16.5	24.8%	84.9	73.8	15.0%

*Adjusted profit before interest, one-off items and amortisation and impairment of intangible assets, other than computer software.

Pest Control grew revenue by 3.3% in challenging market conditions, primarily the result of strong performances in North America, growth in the higher inflation economies of South Africa and the Caribbean, and the Libyan contract which commenced in December 2008. Revenue growth was held back by the UK (including the products business), Ireland and Spain. Contract sales were down 10.9% year on year. However, overall revenue has been supported by an increased mix of job sales, up 1% on the prior year. Divisional retention improved by 1.3% to 81.7%, reflecting a continued focus on customer service. Portfolio grew by 0.5%.

Divisional profit increased by 1.9%, with declines in the UK and Europe (principally Spain) being offset by strong growth in North America, the Caribbean and the Libyan contract.

Across Europe revenue was flat. Poor revenue performances from Spain and Portugal were offset by growth in the Netherlands, Switzerland and Austria.

New management appointed in the UK has made excellent progress in turning the business around. State of Service was 99.9% at the year end, customer retention improved H2 on H1 and cost savings of £2.1 million were delivered in line with plan. Full year revenue decline of 5.8% (0.9% growth in Q4) was a solid improvement on H1's decline of 10.2%, reflecting better retention and rising job sales in Q3 and Q4. The portfolio contracted by 7.2% in the year but showed marginal growth in November and December 2009. Debt over 90 days is at a record low and DSO improved by 13 days on 2008.

North America had an excellent year, growing profit and revenue by 16.5% and 4.0% respectively. Although contract sales declined by 14%, job sales grew by 5% and retention improved to a record high of 83% (up 6.2% on 2008). DSO improved by 10 days to 34 days.

The business's three-year contract with the Libyan government is proving to be very successful at an operational level and we have leveraged our technical expertise to create a customer-focused and responsive service. However, we are still experiencing delays in receiving payment with some £4 million remaining outstanding at the end of the year. There is some risk that payment will not be forthcoming. Separately, we have established a joint venture in Libya to explore the opportunity to develop a conventional commercial business.

Despite the delayed payments from Libya outlined above operating cash flow increased by 11.1% to £82.1 million in 2009, the result of increased profit, reduced accounts receivable and a tight control on capital expenditure.

2010 preview

We expect conditions to remain challenging in 2010 with improvement in the US and UK likely to be offset by deterioration in Europe.

Asia Pacific

Market conditions

The Asian pest control and washroom hygiene market had a difficult first half in 2009 in tightening economic conditions with a slowdown in Malaysia, Singapore, Hong Kong and Indonesia partially offset by strong performances in China and India. Growth in the Australian and Pacific pest and washroom hygiene markets was slow in 2009, especially in the first half, due to nervous economic backdrop. Some recovery was seen in the second half.

	Fourth quarter			Full year
£m	2009	2008	change	2009	2008	change
At 2008 constant exchange rates:
Revenue	44.5	46.3	(3.9%)	183.4	196.5	(6.7%)
APBITA*	1.9	5.9	(67.8%)	19.8	23.6	(16.1%)
At actual exchange rates:
APBITA*	2.1	5.8	(63.8%)	21.1	23.6	(10.6%)

*Adjusted profit before interest, one-off items and amortisation and impairment of intangible assets, other than computer software.

Revenue declined 6.7% year on year and adjusted operating profit decreased by 16.1% (£3.8 million).

Asia

Revenue fell by 12.5%, the result of legacy issues including the cancellation of the Hong Kong government contract and weaker government business in China (including the non-repeat of the Olympics pest control contracts). Excluding these items revenue fell by 0.2%. There has also been a severe decline in the fumigation business in Singapore, the Philippines and Malaysia as a result of slower international trade in 2009. This decline was marginally offset by growth in Indonesia, India and Korea.

Profit declined by £4.7 million largely due to the impact of charges related to the clean up of prior year control and acquisition issues as well as lower revenue noted above.

Pacific

In the Pacific region revenue was 1.7% below the prior year due to weaker residential jobbing in the Pest business and loss of portfolio in the Ambius business. Profit grew by 4.3%, led by a strong turnaround in Australian Pest, a steady Washrooms performance and aggressive cost-savings programmes.

Service levels in the Australian Pest Control business reached a record 98.9% during 2009. Contract turnover rose by 2.8%. However, job revenue declined due to reduced demand for pre‑construction termite barriers due to a downturn in building construction. DSO improved by 10 days to 42 days.

Washrooms service has continued to improve and is now at 97.1% but contract portfolio declined by 7.1%, revenue by 1.3%. Service staff retention increased year on year from 14.3% to 53.3%. This has led to improved service levels which in turn have led to an improved contract retention rate of 78.8%.

Cash performance has been strong and debtor days have decreased from 55 days to 42 days year on year.

During the year the Asia Pacific management team was significantly strengthened by the appointments of a new Managing Director, Finance Director and other senior country heads.

2010 preview

Market conditions in some of our Asian and Pacific markets are expected to improve in 2010. Against this backdrop we expect to achieve a modest overall improvement across the region through improved retention, focusing on high levels of service and implementing a continuing series of cost reduction measures.

Ambius

Market conditions

Growth declined in 2009 as demand for products and services softened in the major markets, especially in the US, UK, France and Belgium and principally the result of challenging economic conditions. All markets are highly fragmented with a large number of small operators, although the larger companies have a competitive advantage in terms of route density and product offering. Ambius currently has approximately 55,000 customers over 13 countries.

	Fourth quarter			Full year
£m	2009	2008	change	2009	2008	change
At 2008 constant exchange rates:
Revenue	30.5	35.2	(13.4%)	106.8	119.3	(10.5%)
APBITA*	4.3	4.9	(12.2%)	7.6	9.9	(23.2%)
At actual exchange rates:
APBITA*	4.9	5.0	(2.0%)	8.8	9.9	(11.1%)

*Adjusted profit before interest, one-off items and amortisation and impairment of intangible assets, other than computer software.

Ambius has experienced exceptionally difficult market conditions in 2009. Revenue fell 10.5% as a result of increasing contract terminations and a 22.3% decline in job sales. Although overall customer retention fell from 81.9% in 2008 to 77.3%, it improved in the second half to 79.8% (H1 2009: 75.2%).

Adjusted operating profit fell 23.2%. In addition to adjusting service head count in line with portfolio movement, the business has been pursuing a number of cost savings initiatives to mitigate revenue decline.

North America has been weak with a 12.3% decline in revenue. Portfolio has been impacted by the difficult economy and customer retention fell by five percentage points to 75.0% but improved as the year progressed. Job sales declined 21.0% year on year, but showed greater resilience in Q4 with Holiday sales only falling by 11.2% year on year.

Revenue in Europe declined 8.1% with most countries experiencing difficult economic conditions. Customer retention declined from 83.8% in 2008 to 79.9% but, as with the US, improved towards the end of the year. Profit was adversely impacted by increased redundancy costs, an increase in bad debts and a 24.6% reduction in job sales year on year.

Sales of brand extension services, including ambient scenting and fresh fruit delivery, have continued to rise during the period and now account for 11.8% of total contract sales compared to 7.2% in 2008.

Operating cash flow has been a key focus for 2009 with conversion of 165% compared to 81% in 2008. This has been achieved through a focus on working capital and tight control over capital expenditure. DSO at 37 days improved by two days year on year.

2010 preview

Trading for Ambius in 2010 is anticipated to remain challenging in all markets, at least for the first half of the year. The implementation of cost savings initiatives in 2009 will show a full year impact in 2010 as we attempt to maintain our current levels of profitability.

City Link

Market conditions

2009 saw unprecedented declines within the domestic parcel market. In the 12 months to the end of Q4 2009 the value of the market fell by some 8% (£170 million) year on year. Severe pressure on price has accounted for almost all of this decline. Volumes in the final quarter of 2009 were 6% higher than in 2008, resulting in full year volumes remaining broadly similar to the previous year.

	Fourth quarter			Full year
£m	2009	2008	change	2009	2008	change
At 2008 constant exchange rates:
Revenue	100.9	97.2	3.8%	353.1	381.9	(7.5%)
APBITA*	2.7	(4.0)	-	(5.6)	(43.5)	87.1%

*Adjusted profit before interest, one-off items and amortisation and impairment of intangible assets, other than computer software.

City Link's operating loss of £5.6 million is £37.9 million better than the corresponding loss in 2008 despite a £28.8 million reduction in reported revenue to £353.1 million. The business returned to profitability in Q4 2009 posting a profit of £2.7 million - £6.7million better than the corresponding period in 2008. Revenue declined by 7.5%, impacted by difficult economic conditions, pricing competition and the full year effect of poor service in 2008. Q4 revenue was £15.8 million (19%) higher than Q3 reflecting the seasonal sales uplift, and £3.7 million (3.8%) ahead of Q4 2008, with particularly strong growth in the B2C business.

Volumes were down 3.1% on 2008 and revenue per consignment (RPC) weakened by 4.5% on the prior year.

City Link's customer base has been broadly consistent throughout the year although many are trading at lower levels. The market has been extremely competitive during 2009 with severe price cutting by competitors in order to drive volumes through their networks.

City Link's improved loss performance has been driven by cost savings of £54 million in 2009. This was achieved through depot closures (97 to 84 by year end) and reductions in vehicles and headcount. Vehicle fleet numbers are a third lower than this time last year and total employee numbers have fallen below 5,500, a 16% reduction since December 2008. Plans to migrate from two hubs to one will be implemented by the end of H1 2010.

Apart from periods of heavy snow in early February and early December 2009, customer service has remained consistently above our 98.5% target. The restoration of customer call handling at depots was completed early in the year and has been met with very positive customer feedback.

The successful roll-out of new hand-held scanners and an upgraded route scheduling tool has underpinned improved productivity and customer service. The functionality of the new scanners has been expanded to allow delivery drivers to capture real-time customers' door and parcel images. This latter feature, which we believe is industry-leading, will further aid electronic, real-time proof of delivery. Additional improvements include the recently relaunched City Link website which has been very positively received by customers.

DSO at the end of the year was 34 days, an improvement of 10 days on 2008.

2010 preview

There have been signs of recovery within the market recently, with forecasts suggesting the parcel market will return to positive growth by the latter stages of 2010. Even so the market is expected to remain very competitive throughout the coming year as excess capacity in the industry still remains the predominant feature.

Facilities Services

Market conditions

Market conditions deteriorated during 2009 with customers continuing to look for cost reductions. However, the number of administrations/closures has slowed considerably.

	Fourth quarter			Full year
£m	2009	2008	change	2009	2008	change
At 2008 constant exchange rates:
Revenue	150.6	164.4	(8.4%)	608.6	653.0	(6.8%)
APBITA*	11.6	9.2	26.1%	26.3	18.4	42.9%
At actual exchange rates:
APBITA*	11.6	9.2	26.1%	26.6	18.4	44.6%

*Adjusted profit before interest, one-off items and amortisation and impairment of intangible assets, other than computer software.

Market conditions have been challenging in both the UK and Spain with severe price cutting from competitors, site closures and reductions in service frequency. Revenue decreased 6.8%, of which 1.8% can be attributed to Retail. Adjusted operating profit rose 42.9% almost entirely due to improved profitability from UK Washrooms. The Division delivered an outstanding cash performance in 2009 with cash flow of £46.4 million (representing 176% conversion) and significant improvement in debtors in all business units.

Cleaning revenue fell by 7.2% on the prior year, largely reflecting retail contract losses as a result of pricing pressure. However, over 75% of the lost portfolio was recovered by contract wins in Q4 which will take effect in Q2 2010.

Catering revenue fell by 1.6% following the loss of a large schools contract in H1 2009. This was replaced with other contracts which commenced in Q4. Underlying profit performance was positive (after an exceptional VAT recovery in the prior year) due to the exit of unprofitable contracts and new profitable wins in the latter part of 2008 and H1 2009.

Hospital Services revenue fell by 8.2% due to the loss of two large hospitals contracts at the end of 2008. The business has focused on the innovation of its food offering and has been recently merged with the Catering business under a single management team in order to leverage its expertise in this area.

Market conditions have been challenging for the UK Washrooms business with revenue down 8.2% year on year. After adjusting for the £6 million bad debt provision taken in Q3 2008, profit grew by £3.1 million driven by various cost-savings initiatives and reduced service credits. 95%+ service levels are now being consistently maintained despite reductions in headcount and service centres. The business has had continued success in the collection of debt, with DSO down 39 days since December 2008 and 90-day debt reduced by over 70%.

2010 preview

Our focus for 2010 is on growth and we have had an excellent start to the year with a major contract win in the transport sector. However, markets will continue to be difficult in 2010. As in 2009 we will continue to focus on on-going cost reductions and cash.

Central costs

	Fourth quarter			Full year
£m	2009	2008	change	2009	2008	change
At 2008 constant exchange rates:
APBITA*	(8.2)	(9.6)	14.6%	(43.1)	(38.3)	(12.5%)
At actual exchange rates:
APBITA*	(8.4)	(9.6)	12.5%	(43.4)	(38.3)	(13.3%)

*Adjusted profit before interest, one-off items and amortisation and impairment of intangible assets, other than computer software.

Central costs for the full year were £4.8 million higher than 2008 primarily due to higher incentive scheme costs.

Principal risks and uncertainties

The principal risks and uncertainties relating to our strategy are summarised below. While some of these risks remain just that, others are more likely to manifest themselves. The key operational risk to the company is further deterioration of the global economy. Should our markets weaken it may become difficult for our operational businesses to maintain volumes and pass on price increases to customers. Cash collection could potentially prove more difficult and bad debts may arise as customers suffer from the recession.

The principal risks are:

•   A continuing weakening of the economies in which we operate; and

•  The number, scope, complexity and interdependencies of many initiatives - risk of management stretch and overlapping priorities.

Financial review

Overview

Full year revenue of £2,355.8 million declined by 2.2% over last year, but grew 5.0% at actual exchange rates. Group operating profit (before amortisation and impairment of intangible assets) increased by 7.2% to £158.2 million and adjusted operating profit (again before amortisation and impairment of intangible assets) amounted to £195.3 million, an increase of 16.8% on the prior year. Group full year adjusted profit before tax and amortisation grew by 29.8% to £140.1 million. Profit before income tax from continuing operations was £47.2 million (2008: £22.8 million), an increase of 107.0%. This profit reflects £55.8 million of amortisation and goodwill impairment charges (2008: £65.5 million) and is stated after charging one-off costs of £37.1 million (2008: £19.6 million).

One-off items

One-off costs relate directly to the group's various performance improvement initiatives and consist mainly of redundancy and other reorganisation costs including consultancy, plant and office closure costs net of the profit on sale of certain properties, profit or loss on disposal of businesses not classified as discontinued and acquisition integration cost. They have been separately identified as they represent an investment in the future performance of the group and are not considered to be "business as usual" expenses and have a varying impact on different businesses and reporting periods.

This year these have amounted to £37.1 million (2008: £19.6 million) and represent costs associated with the reorganisation of the Textiles and Washrooms division (primarily the closure of processing plants in Belgium and France), the costs associated with the closure and relocation of the London corporate office and redundancy costs and impairment of assets relating to the continued integration of the City Link and Target Express businesses.

Net debt and cash flow

	Year to date
£m at actual exchange rates	2009	2008	Change
Adjusted EBITA - continuing businesses	220.8	167.2	53.6
Adjusted EBITA - discontinuing businesses	-	5.0	(5.0)
One-off items	(40.2)	(19.6)	(20.6)
Depreciation	215.9	190.8	25.1
Other non-cash	7.7	4.9	2.8
EBITDA	404.2	348.3	55.9
Working capital	91.7	3.2	88.5
Capex - additions	(189.2)	(237.8)	48.6
Capex - disposals	10.0	15.8	(5.8)
Operating cash flow	316.7	129.5	187.2
Interest	(61.5)	(67.3)	5.8
Tax	(17.5)	(27.3)	9.8
Purchase of available-for-sale investments	(0.8)	-	(0.8)
Free cash flow	236.9	34.9	202.0
Dividends	-	(106.7)	106.7
Acquisitions/disposals	(6.8)	(43.0)	36.2
Special pension payment	-	(33.3)	33.3
FX and fair value adjustments	24.0	(267.0)	291.0
Increase/(decrease) in net debt	254.1	(415.1)	669.2
Closing net debt	(1,108.1)	(1,362.2)	254.1

Operating cash flow at actual rates of exchange was £187.2 million higher than 2008 due to higher EBITDA, better working capital movements and lower net capex. EBITDA was £55.9 million higher than last year due mainly to improved trading performance offsetting higher one-off costs. Inflows from working capital were £88.5 million higher than last year mainly as a result of lower debtors. Savings in net capex amounted to £42.8 million, with reductions being achieved in most divisions.

Tax and interest payments (including finance lease interest) were £15.6 million lower than last year following receipt of tax refunds in respect of prior periods. Free cash was therefore £202.0 million higher than last year at £236.9 million.

Deferred acquisition and disposal cash flows consumed £6.8 million and foreign exchange gains and fair value adjustments added a further £24.0 million, producing a total cash inflow of £254.1 million, leaving net debt at £1,108.1 million at 31 December 2009.

Funding

At 31 December 2009 the group had net debt of £1,108 million. Of this, £915 million is represented by capital market notes issued by the group and the earliest maturity of any of these instruments is 2013. Of the balance, £32 million is held as cash and other borrowings in the businesses and £225 million is drawn under the group's £500 million bank facility, which matures in October 2012. This facility provides the group's principal source of day to day liquidity. The group's Letter of Credit facilities of c.£70 million equivalent require refinancing in October 2010. Negotiations have commenced and no difficulties in securing replacement facilities are anticipated.

The group has good headroom in its bank facilities in terms of funds available to withdraw and has good and improving headroom in relation to its covenant. The group's bank facilities contain a single financial ratio covenant which requires EBITDA to be no less than 4x interest payable (on the basis of the definitions and subject to the adjustments set out in the bank facility documentation). The covenant is tested on 30 June and 31 December for the previous 12 months. At 31 December 2009 the covenant ratio was 7.0x, equivalent to £185 million of EBITDA headroom.

Full details of the group's net debt and borrowing facilities are set out in note 21 to the financial statements.

Cash generation and dividend

Cash generation has been a key priority during 2009. A number of measures have been pursued to achieve this including a continuation of the drive on working capital, optimisation of capital expenditure and the implementation of cost reduction programmes across the group. As a result we have made excellent progress during the year in operating cash flow, generating £317 million, representing 143% conversion from profit. This, coupled with our decision to pass the interim dividend, enabled us to retire our fully undrawn £125 million revolving credit facility 12 months early on 3 September 2009. Headroom at 26 March 2010 was £285 million.

In view of the continuing economic uncertainty in the markets within which we operate and our desire to strengthen the group's balance sheet to increase our financial flexibility, the board has decided to not propose a final dividend to shareholders.

Interest

Net interest payable of £57.6 million for the year was £4.3 million lower than in 2008. Favourable effective interest rates reduced the year-on-year charge by £7.1 million and mark to market moves by a further £4.3 million. These benefits were partly offset by higher interest charges of £4.6 million, due to higher average net debt, mainly as a result of 2008 translation differences, adverse net pension interest charges of £1.7 million and other smaller items amounting to £0.8 million.

Tax

The blended headline rate of tax for 2009 was 27.0% (2008: 31.6%). This represents the weighted headline rates appropriate to the countries in which the group operates. The decrease in the blended rate was due to one-off restructuring costs within Belgium and France and a significant reduction in the UK loss position. The income statement tax charge for 2009 was 24.8% of profit before tax from continuing operations, compared with 28.1% for 2008. The principal factor that caused the effective tax rate to be lower than the blended rate is the reduction of the deferred tax provision in respect of overseas unremitted earnings, partially offset by various adjustments in respect of the prior period provisions for deferred taxation. The blended tax rate for 2010 is expected to be 28.6%. The actual tax rate for 2010 is expected to be broadly in line with 2009.

IFRS 8

IFRS 8, "Operating Segments" has been adopted by the group from 1 January 2009. IFRS 8 requires us to amend our segmental reporting so that it aligns fully with our internal management structure, and comparative figures have been restated. The principal changes involve the reallocation of the UK Washrooms business and the UK Shared Service Centre to the Facilities Services division, the transfer of the South African business to the Pest Control division and the transfer of the Medical, Supplies and Specialist Hygiene businesses from Facilities Services to the Textiles and Washrooms division. In addition, revenues are now stated gross of inter group trading rather than net and revenues and profits are shown at constant exchange rates consistent with our internal reporting and review processes.

Financial risk management policies

The board has approved the following financial risk management policies. These policies cover those financial risks that are material to the company's operations and financial results. The board has set appropriate delegated authorities, treasury financing parameters and reporting procedures to ensure compliance with such policies at all times. The effect of the company's treasury activities is reflected in the disclosures in notes 16, 21 and 22.

Capital structure and financing strategy (liquidity risk)

The board has set the following policies so as to minimise the company's exposure to liquidity risk and thus ensure that the company is able to meet its liabilities as they fall due.

The company is committed to maintaining a debt/equity capital structure that is sufficiently robust so as to ensure the continued access to a broad range of financing sources and thus be able to maintain sufficient flexibility to pursue commercial opportunities, in a timely manner as they present themselves, without the imposition of onerous financing terms and conditions. The company will target a minimum financing headroom of £200 million, when measured against its latest forecast/anticipated cash flows (adjusted for planned acquisitions and any maturing debt obligations) over a rolling 12-month time horizon. The company's sources of finance should be structured in a manner so as to minimise potential refinancing risk particularly arising from a bunching of debt/note facility maturities.

The company's financing sources should be diversified, across the international banking and capital markets, so as to avoid the over-reliance upon a single source, or disproportionately large source, of funds from an individual capital market note issue or bank finance provider.

In autumn 2005 the group's credit rating from Standard & Poor's was reduced from BBB+ with negative outlook to BBB. Following the publication of the group's interim results in August 2008, Standard & Poor's reduced the group's credit rating to its current level of BBB-. After the group's third quarter trading statement in November 2008, Standard & Poor's changed the outlook on this rating to negative outlook. We continue to target a stable BBB rating in the medium term as we believe that this strikes an appropriate balance between an efficient capital structure (as represented by a low weighted average cost of capital), liquid access to the capital markets and reasonable pricing.

At 31 December 2009 the group had approximately £275 million of undrawn committed bank credit facilities. The company is in compliance with the financial and other covenants within its committed bank credit facilities as well as all obligations relating to the notes issued under the Euro Medium Term Note (EMTN) programme.

Market price risk

The company and its reported results are exposed to financial market price movements. These risks principally arise from the interest and foreign exchange rate markets. In addition, through its UK defined benefit pension scheme ("the scheme" - see note 24), the company also has exposure to equity market price movements, movements in interest rates used to discount liabilities for reporting purposes under IAS 19, changes over time to actuarial mortality assumptions, defaults on bonds and inflation. The trustee directors are responsible for setting the risk management strategy for this scheme. In 2006 this scheme's exposure to equity market price movements was markedly reduced. In 2006 the scheme's assets were switched from being predominantly in equities (80%/20% equities/bonds) to being mostly in corporate bonds (20%/80% equities/bonds). A 10% movement in equity prices in any one year would give rise to a +/-£20.0 million movement in scheme assets and thus a corresponding movement in the underlying scheme surplus. Shortly after this asset switch, the scheme also undertook inflation and interest rate hedging actions. These actions, together with the closure of the scheme to future accrual for existing employees with effect from September 2006 were undertaken so as to increase the likelihood that the scheme's assets (together with the company's agreed future contributions) would be sufficient to meet its anticipated financial commitments to existing and future pensioners.

Interest rate risk

The policy is to manage interest rate exposures on a 12-month rolling basis (measured quarterly). Unless otherwise agreed by the board, a minimum of 50% of the company's estimated future interest rate exposures should be fixed (or capped) for a minimum period of nine months forward. Additionally, in the event that the company's interest cover is forecast to fall below 4.75 times the board will be required to review a remedial action plan.

At the end of December 2009 approximately 97% of the group's debt was at a fixed rate of interest. During 2010 this proportion will reduce slightly to approximately 87%. Accordingly, the group is not materially exposed to rising interest rates.

Foreign exchange risk

Foreign exchange risk can arise as follows:

1. from retranslation of overseas business profits into the sterling functional reporting currency of the company;

2. from retranslation of assets and liabilities of overseas companies into the functional currency of the company;

3. from cross-border trading transactions of group companies; and

4. from the use of currency denominated borrowings and financial instruments used to finance business operations.

The company has a policy of not hedging foreign exchange translation risks outlined in 1. and 2. above. Further, the company has a policy of not hedging foreign exchange risks arising from cross-border trading activities given that these are immaterial.

The company policy is to fund its business operations centrally with borrowings that are substantially denominated (90% or greater) in the same actual or effective currencies*, and in the same proportion as the group's forecast cash flows generated by the business.

Treasury risk

The company utilises financial instruments to manage financial risks that arise naturally from its business operations. Only group treasury personnel are authorised to deal such instruments on behalf of the company. The board has set strict policies for the use of such instruments. The company's policy is to ensure that their use shall be:

•   strictly limited to the management of known or anticipated financial exposures which arise from the company's existing or planned commercial operations;

•   only undertaken by suitably qualified or experienced group treasury staff;

•   undertaken only after efforts have been taken to avoid the need for use of such derivative instruments to manage the group's financial exposures;

•   limited to the management of interest rate or foreign exchange exposures (i.e. no equity related or commodity hedging shall be undertaken without specific board approval);

•   undertaken only after the preparation of clear documentation which explains the purpose for the use of the specific derivative and its proposed financial accounting treatment;

•   capped by the maximum approved counterparty limit for that transaction; and

•   subject where relevant to detailed "hedge effectiveness" testing by group treasury, through to maturity of the transaction, if designated and documented as a "hedge" at the outset of the transaction.

Credit risk

The company limits its exposure to credit risk on financial instruments by ensuring, where appropriate, that instruments used are subject to International Swaps and Derivatives Association market standard legal documentation.

The board also sets maximum counterparty approval limits for individual financial counterparties. These limits are reviewed and varied to take account of changes to the underlying credit rating of individual credit counterparties as required.

Acquisitions

The group acquired businesses in the year for a net consideration of £2.7 million. Details of businesses acquired and revenue and operating profit therefrom are set out in note 30 to the accounts.

Pensions

The group's total IAS 19 net deficit was £64.3 million at the end of 2009 compared with a net surplus of £134.9 million at December 2008. The group has a number of small defined benefit schemes outside the UK but the principal scheme ("the Scheme") is in the UK.

The UK scheme had a net deficit of £47.9 million at December 2009 compared with a net surplus of £154.4 million a year earlier. This represents an adverse movement of £202.3 million due primarily to an increase in liabilities.

The net deficit comprises the aggregate of the value of the Scheme assets and liabilities:

•   the Scheme assets reduced by £50.0 million to £978.8 million driven by a reduction in value of our interest rate swap portfolio, partly offset by an increase in value of our equity portfolio - our Scheme comprises approximately 20% equities and 80% bonds and other financial instruments; and

•   the Scheme liabilities increased by £152.3 million to £1,026.7 million driven by:

·     a reduction in yield on AA corporate bonds - the yield determines the discount factor used to calculate the net present value of the future scheme liabilities (the lower the yield, the greater the liabilities);

·     the longer-term outlook for increased inflation - inflation drives our view on future pension increases; and

·     favourable experience gains on liabilities due to pension and salary increases being lower than anticipated, in part offsetting the above.

Asset allocation is determined by the trustees in conjunction with the company. The next triennial valuation of the UK Scheme takes place during 2010. Further details are shown in note 24 on pages 74 and 75.

Accounting standards

The financial statements included in this annual report have been prepared and presented under IFRS as adopted by the EU. The group's accounting policies are set out in pages 45 to 52.

*Actual or effective currency. The use of either actual currency borrowings or currency swaps is permitted. Currency swaps economically change the actual currency of borrowing into an effective amount, borrowed in a different currency. Currency swaps will be used in preference to actual currency borrowings when the all-in cost is cheaper than the alternative currency borrowings and/or they enable a closer match to the company's debt maturity calendar

Statement of directors' responsibility

The Statement of directors' responsibility below has been extracted in unedited text from the Company's full annual report for the year ended 31 December 2009 on page 24.

The directors are responsible for preparing the Annual Report and the group and parent company financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare group and parent company financial statements for each financial year. Under that law they are required to prepare the group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of their profit or loss for that period.

In preparing each of the group and parent company financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

·     make judgements and estimates that are reasonable and prudent;

·     for the group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU;

·     for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the parent company financial statements; and

·     prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Each of the directors, whose names and functions are listed on page 23 of the annual report confirms that, to the best of their knowledge:

·     the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer and the undertakings included in the consolidation taken as a whole; and

·     the directors' report contained in the Governance section includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face

Related party transactions

Details of the related party transactions are disclosed in note 34 to the financial statements in the annual report on page 84.

Cautionary statement regarding Forward-looking statements

This announcement contains statements that are, or may be, forward-looking regarding the group's financial position and results, business strategy, plans and objectives.  Such statements involve risk and uncertainty because they relate to future events and circumstances and there are accordingly a number of factors which might cause actual results and performance to differ materially from those expressed or implied by such statements. Forward-looking statements speak only as of the date they are made and no representation or warranty, whether expressed or implied, is given in relation to them, including as to their completeness or accuracy or the basis on which they were prepared. Other than in accordance with the Company's legal or regulatory obligations (including under the Listing Rules and the Disclosure and Transparency Rules), the Company does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise. Information contained in this announcement relating to the Company or its share price, or the yield on its shares, should not be relied upon as an indicator of future performance. Nothing in this announcement should be construed as a profit forecast.

This announcement contains non-statutory accounts within the meaning of section 435 of the Companies Act 2006. The statutory accounts for the year ended 31 December 2009, upon which an unqualified audit opinion has been given and which did not contain a statement under section 498(2) or 498(3) of the Companies Act 20036, will be filed in due course with the Registrar of Companies.

 

END

 

 

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