Final Results - Part 2

W.H. Ireland Group PLC 13 March 2001 NOTES 1 (a) Financial Information The financial information in this press release does not constitute Statutory Accounts within the meaning of Section 240 of the Companies Act 1985. The Annual Report and Accounts for the year ended 30 November 2000 will be the first produced by W H Ireland Group plc, and will be delivered to the Registrar of Companies following the company's Annual General Meeting. The auditors have reported on these accounts; their report is unqualified and did not contain statements under Section 237 (2) or (3) of the Companies Act 1985. Accounts for W H Ireland Limited for the eleven month period ended 30 November 1999 have been filed with the Registrar of Companies. The Auditors report thereon contained a qualification limited solely to the presentation of gross counterparty debtor and creditor balances as at 31 December 1998. No audit qualification or statements under Section 237 (2) or (3) were made regarding the eleven month period ended 30 November 1999 itself. (b) Basis of consolidation The consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 30 November 2000. The merger method of accounting has been adopted. Under this method, the results of W.H. Ireland Limited and its subsidiary companies, W.H. Ireland Nominees Limited, Fitel Nominees Limited and W.H. Ireland Trustees Limited are merged with W.H. Ireland Group plc in the year and are included in the consolidated profit and loss account for the whole accounting period and for the prior period, not from 7 July 2000 being the date of the merger. A joint venture is an undertaking in which the group has a long-term interest and over which it exercises joint control. The group's share of the profits of joint ventures is included in the consolidated profit and loss account and its interest in their net assets, is included in investments in the consolidated balance sheet. 2 Taxation Year ended 11 months ended 30 November 30 November 1999 2000 £ £ UK corporation tax at an effective tax rate of 30.5% (1999: 32.6%) Current tax on income for the period 685,150 215,521 Adjustments in respect of prior periods (1,844) - 683,306 215,521 3 Dividends and other appropriations Year ended 30 November 11 months ended 30 November 2000 1999 £ £ Equity shares: 62,011 - Interim dividend paid 185,667 - Final dividend proposed 247,678 - 4 Earnings per share Basic earnings per share is calculated with references to earnings for shareholders of £1,555,867 (1999: £445,029) and the weighted average number of shares in issue during the year of 12,353,376 (1999 9,843,346 - as adjusted for the share for share exchange in which 1 Ordinary share in W H Ireland Limited was exchanged for 10 Ordinary shares in W H Ireland Group plc). Diluted earnings per share is the basic earnings per share adjusted for the effect of the conversion into fully paid shares of the weighted average number of all share options outstanding during the year. The additional weighted average number of shares used for the diluted calculation is 722,674 shares (1999: Nil shares). The diluted earnings per share calculation has used a fair value of 133p for the value of W H Ireland Group plc shares. 5 Intangible fixed assets Goodwill £ Group Cost At beginning of year 238,523 Additions 280,000 At end of year 518,523 Amortisation At beginning of year 45,717 Charged in year 24,711 At end of year 70,428 Net book value At 30 November 2000 448,095 At 30 November 1999 192,806 The directors consider each acquisition separately for the purpose of determining the amortisation period of any goodwill that arises. Following a review of the useful life of the goodwill associated with the acquisition of all businesses, the directors have revised their estimate of the useful economic life upward from 10 to 20 years for the following reasons: * The retention of clients and income generated therefrom, has, in the opinion of the directors, been better than anticipated. This will decrease the annual amortisation charge in the forthcoming and subsequent years by £17,808. 6 Tangible fixed assets Motor Computers, fixtures and vehicles fittings Total £ £ £ Group Cost At beginning of year 109,065 684,175 793,240 Additions 115,396 321,068 436,464 Disposals (25,694) - (25,694) At end of year 198,767 1,005,243 1,204,010 Depreciation At beginning of year 43,173 368,752 411,925 Charge for year 39,380 148,629 188,009 On disposals (22,136) - (22,136) At end of year 60,417 517,381 577,798 Net book value At 30 November 2000 138,350 487,862 626,212 At 30 November 1999 65,892 315,423 381,315 Assets purchased under finance leases and hire purchase contracts included in the above:- Net book value At 30 November 2000 33,404 12,029 45,433 At 30 November 1999 65,892 37,261 103,153 7 Fixed asset investments Investment in own Unquoted Quoted Total shares investments investments £ £ £ £ Group Cost At beginning of 27,577 - - 27,577 year Additions 30,709 75,057 123,757 229,523 Disposals (18,000) - - (18,000) At end of year 40,286 75,057 123,757 239,100 Included in unquoted investments are 100,000 shares in the London Stock Exchange Limited shown at nil cost. The value of these shares at the year end using the closing price quoted on the dealing service offered by Cazenove & Co. was £2,393,000. The market value of the quoted investments was £134,698. In the consolidated financial statements, the interest in the joint venture is accounted for using the gross equity method. In the company financial statements the interest in the joint venture is accounted for at cost less amortisation of goodwill arising on acquisition. Subsidiary undertakings Interest in Total joint venture £ £ £ Company Cost At beginning of year - - - Additions 633,863 57,465 691,328 At end of year 633,863 57,465 691,328 The cost of the interest in the joint venture includes goodwill of £Nil. The undertakings in which the group's / company's interest at the year end is more than 20% are as follows: Country of Principal Class and incorporation activity percentage of shares held Group Company Subsidiary undertakings W H Ireland Limited England and Stockbroking Ordinary shares Ordinary shares Wales 100% 100% W H I Leasing England and Leasing Ordinary shares Ordinary shares Limited Wales company 100% 100% W H Ireland Nominees England and Nominee Ordinary shares - Limited Wales company 100% W H Ireland Trustees England and Trustee Ordinary shares - Limited Wales company 100% Fitel Nominees England and Nominee Ordinary shares - Limited Wales company 100% Associated undertakings - joint ventures W H I Securities Pty Australia Stockbroking Ordinary shares Ordinary shares Limited 50% 50% Employee benefit trust 2000 1999 £ £ Cost At beginning of period 27,577 72,000 Additions 30,709 - Transfers to participants (18,000) (44,423) At end of period 40,286 27,577 Amounts written off Beginning and end of period - - Net book value as at 30 November 40,286 27,577 The WH Ireland Employee Benefit Trust was established in October 1998 for the purpose of holding and distributing shares in the company for the benefit of the employees. All costs of the Trust are borne by W H Ireland Limited. At 30 November 2000, the trust held 130,815 shares in the company (1999: 306,410 - as adjusted), representing 0.94% of the called up share capital (1999: 2.4%). This was the maximum number held at any time during the year. The nominal value of shares purchased in the year was £1,220 and the aggregate consideration paid by the company was £30,709. Associates and joint ventures On 31 October 2000 a joint venture was set up in Australia by the incorporation of a company called W.H.I. Securities Pty Ltd. W.H. Ireland Group plc owns a 50% interest in this joint venture. W H I Securities Pty Limited had not traded as at 30 November 2000 and the total of the group's profit before taxation from interests in associates and joint ventures was £ nil. Included below is information regarding W.H. Ireland Group plc's interest in the joint venture in W. H. I. Securities Pty Limited. 2000 £ Turnover - Profit before taxation - Taxation - Profit after tax - Fixed assets - Current assets 57,465 Liabilities due within one year - Liabilities due after one year - 8 Called up share capital 2000 1999 £ £ Authorised Equity: 30,000,000 (1999 - 1,000,000) Ordinary shares of 5 1,500,000 50,000 pence each Allotted, called up and fully paid Equity: 13,959,898 (1999 - 40) Ordinary shares of 5 pence each 697,995 2 Shares to be issued Equity: 11,002,240 Ordinary shares of 5 pence each - 550,112 The Company was incorporated on 2 November 1999 with an issued share capital of 2 ordinary shares of £1 each, having a nominal value of £2. On 7 July 2000 each £1 shares was subdivided into 20 shares of 5p each. On 7 July 2000 the company entered into a share for share exchange with W H Ireland Limited where one 50p Ordinary share in W H Ireland Limited was exchanged for ten 5p Ordinary shares in W H Ireland Group plc. Consequently, on 7 July 2000 12,677,240 Ordinary shares of 5 pence each became allotted called up and fully paid for. On 27 July 2000, 1,282,608 ordinary shares of 5p each having a nominal value of £64,131 were issued to the market for £1,475,310. 9 Share premium and reserves Group Capital Share Profit Reserve Premium and loss account account £ £ £ At beginning of year 447,446 - 859,388 Premium on new shares issued by W.H. Ireland Limited prior to group reconstruction 306,252 - - Premium on shares issued, net of issue costs - 1,055,610 - Retained profit - - 1,308,189 At end of year 753,698 1,055,610 2,167,577 Company Share Profit premium and loss account account £ £ At beginning of year - - Retained profit for the year - 602,295 Premium on share issues, net of issue costs 1,055,610 - At end of year 1,055,610 602,295 10 Analysis of net cash At beginning Cash flow At end of of year year £ £ £ Cash in hand, at bank 1,618,540 4,905,369 6,523,909 Overdrafts (8,777) 8,777 - 1,609,763 4,914,146 6,523,909 Debt due after one year (400,000) (600,000) (1,000,000) Debt due within one year - - - Finance leases (81,933) 36,662 (45,271) Total 1,127,830 4,350,808 5,478,638

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