Interim Results

Volvere PLC
20 August 2003


Embargoed until 07.00                                             20 August 2003

                                   VOLVERE PLC

                  INTERIM RESULTS FOR THE PERIOD TO 30 JUNE 2003

Volvere PLC ('Volvere' or 'the Company', or 'the Group'), the activist and 
turnaround investment company, announces its interim results for the period 
ended 30 June 2003.

Financial Highlights:

• Turnover £1.3m (2002:£nil), reflecting one month's trading of newly acquired 
  Vectra Group Limited ('Vectra')

• Pre-tax and post-tax loss £0.19m (2002:£nil), stated after exceptional costs 
  of £0.09m relating to Vectra

• Vectra's underlying cost base reduced by approximately £0.9m per annum

• Net Assets, amounting to £4.63m, before negative goodwill of £1.36m

• Net Assets, amounting to £3.27m, after negative goodwill of £1.36m

• Net cash inflow from operating activities £0.19m (2002: £nil)

• Loss per share 6.1p (2002: nil).

Operational Highlights:

• Acquired Vectra Group Limited, a leading provider of consultancy and other 
  services to highly regulated industries, from Amey plc on 23 May 2003

• In discussions with a number of other potential acquisition targets;

Chairman, Sir Stanley Kalms, said: 'Whilst success in turnaround investments is 
always difficult to predict our early indications are positive.'

For further information, please contact:
Volvere PLC                                                 [phone]
Jonathan Lander, Chief Executive Officer
Nick Lander, Chief Operating and Financial Officer

Weber Shandwick Square Mile                                 [phone]
Terry Garrett / Christian Taylor-Wilkinson

Teather & Greenwood                                         [phone]
Jeff Keating / David Galan

About Volvere

Volvere was floated on AIM in December 2002 as an activist investor both in 
undervalued companies and also in companies that are in distress but offer the 
possibility of a turnaround. Its executive directors are the executives of the 
venture capital and advisory firm Dawnay Day Lander Ltd. Its non-executive 
directors are Sir Stanley Kalms and Neil Ashley.

Website: www.volvere.co.uk


CHAIRMAN'S STATEMENT

The Board is pleased to present the interim statement for the period 20 November 
2002 to 30 June 2003 being the Group's first trading period. Since Volvere's 
admission to AIM on 24 December 2002 we have considered a number of proposals 
that fit with our strategy of acquiring companies or stakes in companies where 
we believe an active management style will create value.

During the period under review, no companies that might be considered as trading 
below the realisable value of their net assets met our investment criteria. 
Therefore we have not made any material investment in this area. We have, 
however, reviewed a number of interesting proposals where the target was in 
distress but offered the possibility of a turnaround.

In March, we were approached by Amey plc, who wished to dispose of Amey Vectra 
Limited, a loss-making subsidiary.

In May we acquired Amey Vectra (which has now been renamed Vectra Group Limited) 
and are in the process of returning the business to profitability. At 30 June, 
Vectra's net assets were £3.4m. This is in fact higher by £0.3m than was 
previously estimated at the time of the acquisition, even after trading losses 
and certain anticipated exceptional costs related to the restructuring.

Results

Turnover for the period to 30 June 2003 was £1.3m. This represents only one month 
of trading from Vectra, being the period following acquisition. Prior to that 
date Volvere did not have any trading activities.

The loss after tax was £0.19m, stated after exceptional costs of £0.09m relating 
to the restructuring of Vectra.

At 30 June 2003 the Group's net assets amounted to £3.27m (20 November 
2002:£0.05m). The purchase of Vectra at a price below the fair value of the 
underlying assets acquired resulted in negative goodwill of £1.36m arising on 
consolidation. This means that Group net assets are lower by this amount. 
However, Group net assets will increase as negative goodwill is released over 
the period in which the underlying assets are collected and traded.

Overview of Vectra

Vectra is a leading provider of consultancy and other services to highly 
regulated industries, and in particular with regard to safety within those 
industries.

For the month of June (the first full month of ownership) Vectra had a turnover 
of £1.3m and made a small operating profit. Cash flow was positive in spite of 
restructuring costs paid in the month of £0.09m.

The business is split into two divisions: (1) Consulting, and (2) Environmental, 
Infrastructure & Resourcing ('EIR').

Consulting

This division represented 50.5% of turnover in June.

The Consulting Division provides safety-related advice to Oil, Gas and Chemicals 
('Process'), Nuclear and Transport companies among others. The need for this 
advice is generally driven by health & safety legislation such as the Health & 
Safety at Work Act 1994 and its sector-specific safety case regulations for the 
Rail, Nuclear and Onshore and Offshore Process industries.

The Consulting Division made a profit (before central costs) of £0.063m in June. 
We have taken action to improve the profitability of this division principally 
by hiring more consultants and eliminating redundant positions. The benefits of 
these actions will be felt immediately during the second half of 2003. We are 
continuing to recruit more fee earners within the division.

EIR

This division represented 49.5% of turnover in June.

The EIR Division principally provides qualified personnel to carry out certain 
technical tasks in highly regulated industries. The two main areas are: the 
provision of health physics and decommissioning services to the Nuclear industry 
(principally the provision of on-site radiation monitoring for personnel 
entering and leaving nuclear facilities) and the provision of safety personnel 
to the Rail industry. In addition, the division includes a property consulting 
team that advises clients on compliance with, in particular, the Disability 
Discrimination Act 1995.

The EIR Division made a profit (before central costs) of £0.1m in June. We are 
seeking to improve the focus and profitability of this division principally by 
disposing of non-core activities and building our decommissioning and property 
consultancy capabilities.

Following a number of redundancies and office closures that form part of the 
restructuring, Vectra now has approximately 183 employees across 10 offices in 
the UK and one in Holland.

Future Strategy

Volvere's strategy remains to seek activist or turnaround investment situations 
in any sector which the directors believe will enhance shareholder value. Our 
current focus is on making further acquisitions in areas complementary to  
Vectra.

Summary

The Board is pleased with the acquisition of Vectra and believes that the 
actions taken to restore profitability will, along with further acquisitions, 
enhance shareholder value.


Sir Stanley Kalms, Chairman
20 August 2003

                                      -ends-

CONSOLIDATED PROFIT AND LOSS ACCOUNT (Unaudited)
                                                       Period to     Period to
                                                         30 June   20 November
                                                            2003          2002
                                                Note       £'000         £'000

Turnover - acquisition                             2       1,314             -
Cost of sales - acquisition                                 (999)            -
                                                            -----         -----
Gross profit - acquisition                                   315             -

Administrative Expenses:
Other                                                       (467)            -
Exceptional                                                  (92)            -

Group operating loss before finance charges 
 - acquisition                                               (87)            -
Group operating loss before finance charges 
 - existing operations                                      (157)            -
                                                            -----         -----
Group operating loss before finance charges 
 - continuing operations                                    (244)            -
                                                            -----         -----
Interest receivable                                           58             -
                                                            -----         -----
Loss on ordinary activities before and 
 after tax                                                  (186)            -
                                                            =====         =====
Loss per share
Basic                                              3        (6.1p)           -
Diluted                                            3        (6.1p)           -

The operating loss for the period arises from the group's continuing operations.



CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES (Unaudited)

                                                    Period to        Period to  
                                                      30 June      20 November
                                                         2003             2002
                                                        £'000            £'000

Loss for the period                                      (186)               -
Total recognised losses recognised since
 last financial statement                                (186)               -
                                                        ======           ======






CONSOLIDATED BALANCE SHEET (Unaudited)                 Period to     Period to
                                                         30 June   20 November
                                                            2003          2002
                                                  Note     £'000         £'000

Fixed assets
Intangible asset - negative goodwill                 2    (1,357)            -
Tangible assets                                              231             -
                                                           ------        ------
                                                          (1,126)            -
                                                           ======        ======
Current assets
Debtors                                              2     4,178            50
Cash at bank and in hand                                   2,136             -
                                                           ------        ------
                                                           6,314            50
Creditors: amounts falling due within one year            (1,919)            -
                                                           ------        ------
Net current assets                                         4,395            50
Net assets                                                 3,269            50
                                                           ======        ======
Capital and reserves
Called up share capital                                       50            50
Share premium account                                      3,405             -
Profit and loss account                                     (186)            -
                                                           ------        ------
Equity shareholders' funds                                 3,269            50
                                                           ======        ======



CONSOLIDATED CASH FLOW STATEMENT (Unaudited)
                                                     Period to       Period to
                                                       30 June     20 November
                                                          2003            2002
                                                         £'000           £'000

Net cash inflow from operating activities                  188               -

Capital expenditure and financial investment
Purchase of tangible fixed assets                           (5)              -

Returns on investment and servicing of finance
Interest received                                           58               -

Acquisitions
Purchase of Vectra                                      (1,560)              -
                                                         ------          ------
Net cash outflow before financing                       (1,319)              -

Financing
Issue of ordinary share capital                          3,610               -
Costs associated with issue of share capital              (155)              -
                                                         ------          ------
Increase in cash in period                               2,136               -
                                                         ======          ======






RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS (Unaudited)


                                                 Period to           Period to
                                                   30 June         20 November
                                                      2003                2002
                                                     £'000               £'000

Increase in cash in period                           2,136                   -

Net funds at 20 November 2002                            -                   -
                                                     ------              ------
Net funds at 30 June 2003                            2,136                   -
                                                     ======              ======





RECONCILIATION OF MOVEMENT IN EQUITY SHAREHOLDERS' FUNDS(Unaudited)
                                                    Period to        Period to
                                                      30 June      20 November
                                                         2003             2002
                                                        £'000            £'000

Loss on ordinary activities after tax                    (186)               -
New share capital subscribed net of costs               3,405               50
                                                        ------           ------
Net movement in equity shareholders' funds              3,219               50
Opening equity shareholders' funds                         50                -
                                                        ------           ------
Closing equity shareholders' funds                      3,269               50
                                                        ======           ======






RECONCILIATION OF OPERATING LOSS TO NET CASH FLOW FROM OPERATING ACTIVITIES 
(Unaudited)

                                                    Period to        Period to
                                                      30 June      20 November
                                                         2003             2002
                                                        £'000            £'000

Operating loss                                           (244)               -

Depreciation charges                                       10                -
Decrease/(increase) in debtors                            163                -
Increase in creditors                                     259                -
                                                        ------           ------
Net cash inflow from operating activities                 188                -
                                                        ======           ======





NOTES TO INTERIM STATEMENT

1.The financial information contained in this interim report does not constitute 
statutory accounts within the meaning of s240 of the Companies Act 1985, and has 
not been audited or reviewed. The interim statement has been prepared on the 
basis of accounting policies expected to be applied consistently for the 
foreseeable future, of which the principal ones are explained below. The Group 
is required to file its first annual accounts with the Registrar of Companies 
for the period ending 31 December 2003. The interim accounts were approved by 
the directors on 18 August 2003.

2. Turnover

Turnover represents the value of work done during the period (less any amounts 
written off in relation to contracts) and is stated after deducting VAT.

Debtors

Debtors includes amounts recoverable under contracts of £1,228k.

Intangible asset - negative goodwill

The acquisition of Vectra for a consideration below the fair value of the 
underlying assets acquired gave rise to negative goodwill amounting to £1.36m. 
The estimated fair value of the underlying assets acquired was £3.48m.

3. The basic and diluted loss per share are based on the loss on ordinary 
activities after taxation of the company attributable to ordinary shareholders 
of £186k and on 3,066,982 being the weighted average number of ordinary shares 
in the period. At the end of the period 3,609,720 ordinary shares were in issue. 
In addition, 100,000 convertible shares were in issue and an option for 36,097 
shares. Diluted loss per share is equivalent to basic loss per share since the 
effect of including potential shares within the calculation of diluted weighted 
average number of shares would be anti-dilutive.

4. The Board is not recommending payment of an interim dividend for the period 
ended 30 June 2003.

5. The interim report will be sent to shareholders shortly and will be available 
from the Company's registered office at 9-11 Grosvenor Gardens, London SW1W 0BD.








                      This information is provided by RNS
            The company news service from the London Stock Exchange