Final Results - Year Ended 31 March 2000

Dart Group PLC 22 June 2000 PRELIMINARY RESULTS FOR THE YEAR ENDED 31 March 2000 Dart Group plc, the distribution and aviation services group, announces results for the year ended 31 March 2000 Chairman's Statement I am pleased to report another year of good progress for the Group. Profit before tax and after goodwill amortisation for the year to 31 March 2000 has risen to £7.3m (1999 - £6.1m) on turnover of £131.5m (1999 - £105.7m). Earnings per share were 14.69p (1999 - 12.91p). The Company follows a progressive dividend policy and accordingly the Board is pleased to recommend a final dividend of 3.46p (1999 - 3.0p) making a total dividend of 4.92p for the year (1999 - 4.27p), an increase of 15%. The dividend will be payable on 25 August 2000 to shareholders on the register on 7 July 2000. On 30 November 1999 the Group acquired the entire issued share capital of Coolchain Group Limited for a total consideration of £14.6m. Coolchain is the leading distributor of fruit grown in and imported through Kent and provides an excellent geographical fit with the existing Dart Group distribution businesses. The net assets of Coolchain have been consolidated in the Group's balance sheet at the year end and the Group's consolidated profit and loss reflects the results of Coolchain since the date of acquisition. The continuing performance of that company is encouraging. In September 1999, £2.9m was raised by means of a placing of 1,622,150 new ordinary shares and in January 2000 an Airbus A300B4 was sold for £8.8m net of expenses. As a result of these actions net debt at 31 March 2000 stood at £10.0m (1999: £7.1m). Year end gearing was 39% (1999: 36%), with interest being covered 11 times. The Group has two operating divisions - Distribution and Aviation Services. DISTRIBUTION DIVISION The Distribution Division is now the UK's leading consolidator and distributor of fresh produce, having distribution arrangements with each of the major supermarket groups and with many of their suppliers. The companies within this division, Fowler Welch, Coolchain and Channel Express (CI), specialise in the temperature-controlled distribution of fresh produce and horticultural products to supermarkets and wholesale markets throughout the UK, and are developing services to continental Europe. During the year substantial new distribution business has been won, whilst the division's geographical coverage and market position have been enhanced by the acquisition of Coolchain, which has operating centres in Paddock Wood and Teynham in Kent. The division's businesses now have key coverage and strengths in the prime produce areas of Lincolnshire, Kent, and the Solent region of Hampshire and West Sussex. We are particularly pleased to welcome the strong and experienced Coolchain management team to the Group. The handling and efficient distribution of highly perishable produce on behalf of demanding suppliers, wholesalers and supermarkets, requires experienced and dedicated management and staff. Fowler Welch, Coolchain and Channel Express (CI) have all proved to be successful at developing their facilities and services to meet their customers' expectations. Whilst the management of each company will continue to run their individual businesses, maximising the benefits of their local trading relationships, synergies will be gained both from the pooling of the distribution vehicle fleets to form a national network and the enhancement of IT and information systems in close co-operation with our customers. We are confident that an increasingly efficient and cost-effective network will result and that the division is well positioned to expand the range of services it offers and thereby profitably grow its shared-user distribution business. The Group is committed to on-going investment in this division to enable continuing organic growth and to facilitate strategic acquisitions. AVIATION SERVICES DIVISION The two companies in the Aviation Division are Channel Express (Air Services), our cargo airline, and Benair Freight International, our freight management and forwarding company. The companies serve two different markets. Channel Express (Air Services) operates cargo aircraft on behalf of express parcel companies, postal authorities, forwarders and other airlines, whilst Benair manages worldwide freight movements for manufacturers and shippers. The air cargo market is currently growing at a rate of nearly 6% per year and provides considerable opportunities for the development of these businesses. Channel Express (Air Services) operates 8 six tonne capacity Fokker F27s, 4 fifteen tonne capacity Lockheed Electras and 3 forty-five tonne capacity Airbus A300B4 'Eurofreighters' on contract services within Europe and to the Middle East. The A300B4-100, which was sold in January 2000, was replaced by a leased, longer range, A300B4-200. Channel Express (Air Services) specialises in providing the express parcels industry with cost- effective, reliable cargo aircraft. The range of payloads offered allows the company to match its customers' needs as their routes develop. It is forecast that there will be an increasing need for cargo aircraft as global trade increases, together with the associated expectation of time-definite delivery. In order to build the company's operations and profits, it is likely that the aircraft fleet will be increased over the coming year, both by the selective acquisition of further aircraft and by leasing in additional capacity. We believe that we are well placed in our specialist market to expand our operations and services. Over the past year Channel Express (Air Services) has also successfully developed its aircraft parts trading activities, supporting both its own aircraft and similar types operated by other airlines. I am pleased to say that this business, which fits so well with our existing operations, shows every sign of becoming a useful contributor to the Group. Benair has continued to grow its business in a competitive market. The company gives a personal and efficient service in an industry dominated by large multi-national operators. To succeed in this market, Benair concentrates on its niche businesses - the importation and distribution of ornamental fish and the management of freight on its chosen key routes, particularly to the USA and the Far East. This continues to be a successful strategy enabling Benair to maintain its contribution to the Group. The activities of each of the companies in both divisions is more fully detailed in the Review of Operations which follows this statement. I am extremely encouraged at the progress the Group has made in the past year and am pleased to say that the current year's trading has commenced satisfactorily. None of this could be achieved without the hard work and commitment of all our staff and I am very grateful to them for their continued enthusiasm and support. PHILIP MEESON CHAIRMAN 22 June 2000 REVIEW OF OPERATIONS DISTRIBUTION The Group's Distribution Division comprises, Fowler Welch, Channel Express (CI) and, since 30 November 1999, the Coolchain Group. In the period since Coolchain's acquisition by Dart Group, good progress has been made in integrating its operations within the division and the business is making a valuable contribution to the continuing development of the division's national temperature-controlled fresh produce distribution network. It is especially pleasing to record the positive way in which the management and staff of Coolchain have embraced the change of ownership and this has greatly helped to make a seamless transition possible. In order to continue to build upon their important existing trading relationships, Fowler Welch, Coolchain and Channel Express (CI) will each retain their individual trading identities, with their business activities controlled by their respective Managing Directors, reporting directly to the Divisional Chief Executive. However, as sister companies within the Distribution Division, they will also work in partnership to realise the cost efficiencies and operational synergies to be gained through the pooling of their vehicle fleets, common practices and from other benefits of scale. The division made further substantial progress during the year in its specialist market sector. In the UK, Fowler Welch and Coolchain have continued to win important new supermarket distribution business as a result of the development of the shared-user distribution network. The European business, operating to and from The Netherlands, has also successfully expanded and Channel Express (CI), which serves Guernsey and Jersey, has seen improvements in its performance mainly as a result of operational efficiencies achieved in the mainland distribution network. Fowler Welch has fresh produce consolidation centres situated at Spalding, Lincolnshire, and Portsmouth, Hampshire, and secondary facilities at Earith and Yaxley in Cambridgeshire and Selby in North Yorkshire. From these sites, the business has continued to grow with more than 600 trailer loads per day of locally grown and imported fresh produce now being managed and distributed to supermarket regional distribution centres. During 1999, Fowler Welch BV, a Dutch registered company, was formed to manage the division's international business and to enable the division to benefit from the many operational cost advantages available to operators within the EC. Coolchain provides a broadly similar distribution service to that of Fowler Welch, operating from two consolidation centres at Teynham and Paddock Wood in Kent and a secondary facility at Haydock on Merseyside. The company deals almost exclusively with supermarkets and their suppliers and distributes a wide variety of fruit and other fresh produce to regional distribution centres. Coolchain's Paddock Wood centre serves the West Kent region, whilst the Teynham facility provides a full range of consolidation and distribution services to East Kent growers and importers. The company offers its customers additional value-added services such as sorting, grading, packing and labelling as well as the medium-term storage of products under controlled ripening conditions, prior to delivery. Together, Fowler Welch, Coolchain and Channel Express (CI) employ nearly 1,000 staff, utilise over 450,000 sq ft of purpose- built warehousing and operate a large combined fleet of modern temperature-controlled road vehicles. Managing the complex and time-critical operation is a workforce of dedicated management and staff with many years' industry experience at their disposal. To strengthen the senior management structure and support the Divisional Chief Executive, an experienced Divisional Finance Director has recently been appointed. There has also been a realignment of executive responsibilities within Coolchain, with all its UK operations now under the control of that company's Managing Director. A separate role of Commercial Director has also been created to bring added focus to Coolchain's business development. To provide continuity and maintain the depth of industry expertise, one of the company's former senior executives has been appointed a non-executive director of the new Coolchain board. The division's IT capabilities are currently under review prior to the development of a single operating platform. Much work has already taken place, including detailed discussions with retailers and their major suppliers regarding the specification for a new system. It is clearly important that this offers a common interface with our customers' systems as well as meeting the needs of the division's emerging single distribution network. This will be a major catalyst for achieving synergies. Fowler Welch has maintained its pace of development over the past year, winning a number of important supermarket distribution initiatives which are expected to lead to new and exciting opportunities as the company moves forward. In February 2000, Fowler Welch was awarded the Tesco national horticulture distribution business. Phase 1 of this process involves the consolidation at Spalding of cut flowers and pot plants prior to delivery to Tesco's regional distribution centres. The next stage, due to commence in Spring 2001, will see a further refinement of Tesco's supply chain requirements to meet their 'just in time' store delivery programmes. This new process will require the 'continuous replenishment' of horticultural products and is being pioneered by Tesco in partnership with Fowler Welch. The intention is to extend this to a wide range of short shelf-life perishable goods and we believe that each of our distribution companies is well positioned to play an increasing role in this programme as it gains momentum. To deal effectively with the increased distribution business, a new two storey modular office block has been erected within the Spalding complex, and a further extension of the warehouse is planned for the coming year. The new Fowler Welch, Portsmouth, consolidation centre is now fully commissioned and has completed its first full year of operations. The centre recently attracted its first supermarket initiative, winning Tesco's distribution for Solent and West Sussex fresh produce suppliers. New contracts with a number of major growers and importers supplying retailers nationally from the same region have also commenced resulting in a significant increase in throughput. The secondary sites at Earith and Yaxley, which feed products into the shared-user distribution network have also experienced further growth. The Selby operation, established last year, has made its first full year contribution. Fowler Welch has also successfully expanded its range of distribution services with the introduction of a groupage service for horticultural products from Europe to the UK which are fed into the division's UK distribution network. Since acquisition, Coolchain has continued to successfully expand its operations, winning new produce packing, storage and distribution business from supermarkets and their suppliers. A significant development for the division since the acquisition of Coolchain has been the award to that company by Asda of its Kent fresh produce distribution business which commenced in February 2000. Following the successful commencement of the service for Asda, this important win led to a subsequent decision by Asda also to award Fowler Welch the major portion of their remaining national fresh produce distribution, which commenced in May 2000. Channel Express (CI)'s prime business continues to be supplying the Channel Islands of Guernsey and Jersey with a vital air and sea link to the UK - the company is a leading freight carrier on these routes. The air service, operated jointly by Channel Express (CI) and Channel Express (Air Services) from Bournemouth International Airport, provides an important link between the Channel Islands and the UK mainland for urgent freight. Cut flowers, pot plants and fresh produce comprise the main exports by air and sea from the Islands with chilled foods, mail, national newspapers and a wide range of consumer goods making up consignments for the return journeys. The new Portsmouth distribution centre has enabled the consolidation of the division's long-established UK-wide flower distribution service from a multi-site operation into a more cost-effective single site, whilst at the same time offering Channel Islands growers the opportunity to take advantage of improved facilities for the handling and distribution of their high-quality flower exports. This, together with the increased volumes now being handled from many South Coast and Continental sources through Portsmouth, has allowed the division to continue to build its cost-effective horticultural distribution service to wholesale markets, packers and supermarkets. Channel Express (CI) has also experienced significant growth in the transport of chilled foodstuffs from the UK to the Channel Islands, particularly into Guernsey where the company has invested in extended coldstore facilities as well as additional and improved local delivery vehicles. The division is now the market leader in its specialist temperature-controlled distribution sector having secured fresh produce and horticulture distribution business from all four major multiple retailers, together with other leading supermarkets and their suppliers. The Group will continue to invest in the IT systems and infrastructure necessary to support the division's growth and to facilitate its strategic development in this rapidly evolving market place. The Distribution Division's companies are well positioned to take advantage of the considerable opportunities that are believed to lie ahead, including the distribution of a wider range of temperature-controlled products and the development of 'just in time' store delivery techniques. The Group believes that there will be continuing important business opportunities resulting from the fulfilment of the supermarkets' and their suppliers' evolving supply chain needs. AVIATION SERVICES Channel Express (Air Services) is one of Europe's leading operators of cargo aircraft, flying on behalf of express parcel companies, postal authorities, freight forwarders and other airlines. The Company's fleet of eight Fokker F27s, four Lockheed Electras and three Airbus A300s fly throughout Europe and to the Middle East on long-term contract services. This business is supplemented by ad hoc' charters. Typically, these charters are operated at short notice to meet the need for 'just in time' stock replenishment by such customers as vehicle manufacturers and their suppliers who may be facing disruption in their supply chains. MergeGlobal, a specialist airfreight management consultancy firm, estimates that world air freight volumes will average 5.8% annual growth to 2004. It is separately reported that the air express industry continues to grow at rates in excess of twice this figure. The air express market is served by integrated carriers offering time-definite package collection and delivery services for an increasingly global client base and utilising continually expanding airfreight networks. Industry leaders are Fedex, UPS, DHL and TNT all of whom are long-standing customers of Channel Express (Air Services). These well- established and very successful 'integrators' are now being challenged by leading forwarding and logistics companies and national post offices, which will also need cargo aircraft. The company, therefore, expects a continuing demand for its services and believes that, with its 20 years experience in this market, Channel Express (Air Services) is well placed to expand its operations over the foreseeable future. In order to help its customers develop their air cargo routes, the company's 3 aircraft types offer payloads of 6, 15 and 45 tonnes. Each of the aircraft types meets Chapter 3 noise regulations making them welcome at noise-sensitive European airports at night when the majority of customers' air freight and sorting operations take place. The choice of aircraft is obviously crucial to the company's success. Although each of the company's fleets is normally contracted to a customer's route, often flying services from a European city to the customer's central sorting hub nightly, utilisation is relatively low and, whilst this may well be boosted with additional charter work, it is unlikely that any aircraft will exceed 1,500 hours flying per year. Cost of ownership, therefore, plays a significant role in the aircraft acquisition decision. Each of the Company's three aircraft types has previously been in service with passenger airlines before being replaced with newer models, offering more attractive, direct operating costs - a major consideration for higher utilisation daytime passenger operations. Specialist cargo airlines such as Channel Express (Air Services) have traditionally acquired these ex-passenger aircraft and converted them into freighters. To operate these aircraft successfully, Channel Express (Air Services) relies on the excellent teamwork of all its operational, engineering and administrative staff and this has enabled the company to achieve a technical on-time despatch reliability of 99% over the past year. Whilst obviously price is important to our customers, the delay of an aircraft's arrival at a hub with parcels destined for multiple destinations can cause havoc to their operations. Our company, therefore, spends much time and effort in reviewing and developing its aircraft support and operating systems to improve its services to its customers. Whilst the Group prefers to purchase aircraft to obtain the long- term benefits of ownership, additional capacity is leased in to meet demand. The Group has replaced an owned A300B4-100 with a leased in, longer range, A300B4-200, and further supplemented its fleet with a leased Electra and two leased Fokker F27s. Each of the aircraft are integrated into the fleet and are supported, engineered and operated by Channel Express (Air Services)' staff in order to achieve the same level of reliability and service as the owned aircraft. In 1996, Channel Express (Air Services) pioneered the conversion of 300+ seat passenger Airbus A300B4s into 45 tonne capacity freighters, placing the first order for such a conversion with BAE Systems Aviation Services Ltd at Filton, England. The introduction of the type into the company's service has also given it the opportunity to develop an international aircraft parts support business. Called Channel Express Parts Trading, this operation has grown over the past year and has gained important contracts to support other Airbus aircraft. In order to cost-effectively build its stocks of Airbus parts, the Group has now purchased and dismantled 4 early model A300s. As well as enabling Channel Express Parts Trading to supply its customers, the parts from these aircraft have also, of course, given the company valuable resource for its own fleet, further enhancing its own service standards. The Group's aim is to develop the parts trading activities in line with the development of the company's aircraft fleet. Channel Express (Air Services) expects to expand its aircraft fleet as its customers' requirements grow. Potential fleet opportunities are continually being assessed - the company believes that its future growth is likely to be organic rather than by the acquisition of other businesses. Benair trades in a competitive market place that predominantly offers opportunities either to global companies or niche operators. Benair is fortunate to have two important niche businesses - the importation of ornamental, tropical and cold water fish and air and sea freight management on key routes to and from USA and the Far East. The business has offices at London Heathrow, Manchester, East Midlands and Newcastle airports, a subsidiary in Singapore and associates and agents in other key central trade centres. A personal service is offered to customers with the company's reputation for the careful handling of live fish being used as a benchmark for the standards of the operation as a whole. In order to develop its business, Benair has a very strong commitment to the development of its staff which has been recognised during the year through the successful attainment of Investor in People status, and the development of its information technology capabilities. The company believes that there are considerable opportunities to expand in both of its niche areas. The distribution of fish is fragmented in the UK and there are probably opportunities for consolidation and to take advantage of the consequent benefits of scale. At the same time, the company will continue to strengthen its focus on its specialist freight routes with additional sales and operational resources being deployed to maximise performance. Benair contributes operationally and financially to the Group's results - we look forward to continuing to develop and build the company over the coming years. For further information contact: DART GROUP PLC Tel: 01202 597676 Philip Meeson, Group Chairman and Chief Executive Mobile: 07785 258666 Michael Forder, Group Chief Financial Officer Mobile: 07721 865850 CONSOLIDATED PROFIT AND LOSS ACCOUNT for the year ended 31 March 2000 2000 1999 Notes £'000 £'000 TURNOVER Existing operations 120,176 105,730 Acquisitions 11,274 - ______ ______ Continuing operations 1 131,450 105,730 _______ _______ Net operating expenses, excluding amortisation of goodwill (123,680) (98,920) Amortisation of goodwill (165) - Net operating expenses (123,845) (98,920) OPERATING PROFIT Existing operations 7,223 6,810 Acquisitions 382 - ______ ______ Continuing operations 7,605 6,810 ______ ______ Surplus on disposal of fixed assets 358 299 Net interest payable (702) (1,004) ______ _____ PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 7,261 6,105 Taxation (2,376) (1,936) ______ _____ PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 4,885 4,169 Dividends (1,676) (1,380) ______ _____ RETAINED PROFIT FOR THE YEAR 3,209 2,789 ______ _____ EARNINGS PER SHARE - basic 4 14.69p 12.91p - basic, excluding the amortisation of goodwill 4 15.19p 12.91p - diluted 4 14.57p 12.78p ______ ______ STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 2000 1999 £'000 £'000 Profit on ordinary activities after taxation 4,885 4,169 Exchange gain/(loss) on foreign equity investment 8 (15) ______ _____ 4,893 4,154 ______ _____ BALANCE SHEETS at 31 March 2000 Group Company Notes 2000 1999 2000 1999 £'000 £'000 £'000 £'000 FIXED ASSETS Intangible assets 9,768 - - - Tangible assets 32,686 38,820 22,232 31,211 Investments 59 106 18,279 3,725 ______ ______ ______ ______ 42,513 38,926 40,511 34,936 CURRENT ASSETS Stock 1,773 1,435 - - Debtors 25,189 14,122 4,812 4,890 Cash at bank and in hand 7,655 9,147 3,010 5,025 ______ ______ _____ _____ 34,617 24,704 7,822 9,915 CURRENT LIABILITIES CREDITORS: amounts falling due within one year (34,868)(25,867)(24,217) (22,393) ______ ______ ______ _______ NET CURRENT LIABILITIES (251)(1,163)(16,395) (12,478) ______ ______ ______ ______ TOTAL ASSETS LESS CURRENT LIABILITIES 42,262 37,763 24,116 22,458 CREDITORS: amounts falling due after more than one year (13,485)(14,942)(10,956) (11,812) PROVISION FOR LIABILITIES AND CHARGES (3,029)(3,251) (3,449) (2,949) ______ ______ ______ ______ (16,514)(18,193)(14,405) (14,761) ______ ______ ______ ______ 25,748 19,570 9,711 7,697 ______ ______ ______ ______ CAPITAL AND RESERVES Called up share capital 1,704 1,617 1,704 1,617 Share premium account 7,438 4,564 7,438 4,564 Profit and loss account 16,606 13,389 569 1,516 ______ ______ _____ _____ SHAREHOLDERS FUNDS - equity interests 2 25,748 19,570 9,711 7,697 ______ _____ _____ _____ CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 March 2000 2000 1999 Notes £'000 £'000 NET CASH INFLOW FROM OPERATING ACTIVITIES 3 16,619 24,480 RETURNS ON INVESTMENT AND SERVICING OF FINANCE (702) (1,004) TAXATION (1,790) (512) CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT (2,789) (15,091) ACQUISITIONS (14,283) - EQUITY DIVIDENDS PAID (1,467) (1,217) _____ _____ CASH (OUTFLOW)/INFLOW BEFORE MANAGEMENT OF LIQUID RESOURCES AND FINANCING (4,412) 6,656 MANAGEMENT OF LIQUID RESOURCES 4,549 (4,549) FINANCING 2,920 (4,106) _____ _____ INCREASE/(DECREASE) IN CASH IN THE YEAR 3,057 (1,999) _____ _____ RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 2000 1999 £'000 £'000 Increase/(decrease) in cash in the year 3,057 (1,999) Cash (inflow)/outflow from short term deposits (4,549) 4,549 Cash outflow from decrease in net debt in the year 41 4,143 Debt acquired with acquisition of subsidiary undertaking (1,476) - _____ ______ Change in net debt in the year (2,927) 6,693 Net debt at 1 April (7,072) (13,765) _____ _____ Net debt at 31 March (9,999) (7,072) _____ _____ NOTES 1. Turnover 2000 1999 £'000 £'000 Distribution 70,164 44,942 Aviation Services 61,286 60,788 _______ ______ 131,450 105,730 _______ ______ Turnover arising within: The United Kingdom and the Channel Islands 129,515 104,663 Mainland Europe 663 - The Far East 1,272 1,067 _______ ______ 131,450 105,730 _____________ 2. Reconciliation Of Movements In Shareholders Funds Group Company 2000 1999 2000 1999 £'000 £'000 £'000 £'000 Profit for the year 4,885 4,169 729 1,137 Dividends (1,676)(1,380) (1,676) (1,380) _____ _____ _____ _____ 3,209 2,789 (947) (243) Currency translation differences 8 (15) - - Issue of shares under share option schemes 84 37 84 37 Issue of shares under placing 2,877 - 2,877 - _____ _____ _____ _____ Net addition/(reduction) to shareholders' funds 6,178 2,811 2,014 (206) Opening shareholders' funds 19,570 16,759 7,697 7,903 ______ ______ _____ _____ Closing shareholders' funds 25,748 19,570 9,711 7,697 ______ ______ _____ _____ 3. Reconciliation of Operating Profit to Net Cash Flow from Operating Activities 2000 1999 £'000 £'000 Operating Profit 7,605 6,810 Depreciation 11,455 15,315 Amortisation of goodwill 165 - (Increase)/Decrease in stock (251) 43 Increase in debtors (5,806) (1,689) Increase in creditors 3,443 4,016 Exchange differences 8 (15) ______ ______ Net cash inflow from operating activities 16,619 24,480 ______ ______ 4. Earnings Per Share The calculation of basic earnings per share is based on earnings for the year ended 31 March 2000 of £4,885,000 (1999 - £4,169,000) and on 33,250,926 shares (1999 - 32,299,341) being the weighted average number of shares in issue for the year. The calculation of basic earnings per share, excluding the amortisation of goodwill, is based on earnings of £5,050,000, as calculated below, for the year ended 31 March 2000 (1999: £4,169,000) and on 33,250,926 shares (1999: 32,299,341) being the weighted average number of shares in issue for the year. 2000 1999 £'000 £'000 Profit on ordinary activities after taxation 4,885 4,169 Amortisation of goodwill 165 - _____ _____ 5,050 4,169 _____ _____ The diluted earnings per share is based on earnings for the year ended 31 March 2000 of £4,885,000 (1999 - £4,169,000), and on 33,521,700 ordinary shares (1999 - 32,622,517) calculated as follows: 2000 1999 000's 000's Basic weighted average number of shares 33,251 32,299 Dilutive potential ordinary share: Employee share options 271 324 _______ ______ 33,522 32,623 _______ ______ 5. The financial information for the years ended 31 March 1999 and 2000 do not constitute statutory accounts, as defined in Section 240 of the Companies Act 1985, but are based on the statutory accounts for the years then ended. Statutory accounts for the year ended 31 March 1999, on which the auditors issued an unqualified opinion pursuant to Section 235 of the Companies Act 1985, have been filed with the Registrar of Companies. Statutory accounts for the year ended 31 March 2000, on which the auditors issued an unqualified opinion pursuant to Section 235 of the Companies Act 1985, will be filed with the Registrar of Companies in due course. 6. The proposed final dividend of 3.46 pence per share will, if approved, be payable on 25 August 2000 to shareholders on the Company's register at the close of business on 7 July 2000. 7. The 2000 Annual Report and Accounts (together with the Auditors Report) will be posted to shareholders on 7 July 2000. The Annual General Meeting will be held on 3 August 2000.

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