Final Results

CSS Stellar PLC 7 March 2002 7 March 2002 CSS STELLAR PLC FINAL RESULTS CSS Stellar plc ('CSS Stellar' or the 'Group'), the sports and entertainment management and marketing group, announces its unaudited preliminary results for the year ended 31 December 2001. 2001 Highlights * Turnover increased by 75% to £23.0m (2000: £13.2m) * EBITDA increased by 91% to £4.0m (2000: £2.1m) * Pre tax profit increased by 131% to £2.3m (2000: £1.0m) * Fully diluted earnings per share increased by 269% to 7.19p (2000: 1.95p) * Acquisition of GEM, leading American consumer marketing consultancy * Acquisition of PFD, a leading European talent agency John Webber, Chairman of CSS Stellar, said today: 'I am pleased to announce the Group's 2001 results, which represent the first full year's achievements as a listed company following our successful flotation on AIM in December 2000. At flotation, we stated our acquisitive intent. In total, the Group made ten acquisitions during the year, for an aggregate consideration of £21.1m. GEM and PFD, the two major acquisitions, have significantly strengthened the capabilities of the Group, bringing with them both new clients and talented management and employees. Additionally, the Group benefited from significant organic growth in the year despite challenging external factors. We have made an encouraging start to 2002 with new client signings including Juan Pablo Montoya, Michael Ball, 3M and UBS Private Banking, together with client successes at the recent BAFTA and Olivier awards ceremonies. Cross-selling opportunities within the Group are already arising and we are delighted that this is contributing to the bottom line so quickly. We have also noticed a renewed air of optimism in the USA with plans shelved by corporations in 2001 being resurrected in 2002. Further acquisitions are being reviewed which are expected to both progress the implementation of the Group's strategy and be earnings enhancing.' Enquiries: CSS Stellar plc Tel: 020 7907 4520 Julian Jakobi, CEO Sean Kelly, Finance Director and Deputy CEO Weber Shandwick I Square Mile Tel: 020 7950 2800 Ben Padovan Belinda Yates Chairman's Statement Introduction I am pleased to announce the Group's 2001 results, which represent the first full year's achievements as a listed company, following our successful flotation on AIM in December 2000. The results for the year are impressive; turnover has grown by 75% to £23.0m (2000: £13.2m), operating profits by 71% to £2.4m (2000: £1.4m), EBITDA by 91% to £4.0m (2000: £2.1m) and earnings per share increased from 1.95p to 7.19p. Additionally, the Group benefited from significant organic growth in the year despite challenging external factors, with operating profit from continuing operations increasing 26%. The Board has set about implementing the strategy outlined at flotation - to create through organic growth and acquisition a global management and marketing business specialising in sports and entertainment. We continue to believe that our selected sports and entertainment provide an effective marketing communications link between large consumer brands and the consumer. As in previous years, we expect these corporations to continue to increase their expenditure on below the line marketing in 2002. Acquisitions In December 2000, we stated our intention to acquire businesses which could be easily integrated into our existing operations or larger businesses which would significantly progress our strategy. Overall, the Group made ten acquisitions in the year, for an aggregate consideration of £21.1m. Two major acquisitions, initially costing £18.6 million were completed, both are high quality businesses which have significantly strengthened the capabilities of the Group, bringing with them both new clients and talented new management and employees. In July 2001, we completed the purchase of the GEM Group, Inc. ('GEM'), headquartered in Atlanta for an initial consideration of £6.7m. GEM provides large corporations with independent marketing solutions specialising in the use of sport and entertainment. Major clients include Coca Cola, Procter and Gamble, Sears, and UPS. We have also welcomed GEM's CEO Rick Jones to the Board who brings to the Group considerable knowledge and experience of North American sports marketing. In November 2001, we purchased The Peters Fraser and Dunlop Group Limited ('PFD') - one of the leading television, film, theatrical and literary agents in Europe for an initial consideration of £11.9m. The company has an impressive client base which significantly strengthens our entertainment talent representation business overall. PFD has 29 agents managing clients such as Richard Curtis, Ewan McGregor, Kate Winslet, and Nick Hornby, which have been added to our existing client base of Dame Shirley Bassey, Michael Parkinson and Anne Robinson. As part of the integration process we are moving a significant part of our central London operations to the same building currently occupied by PFD in Covent Garden, London. We have also increased substantially our employee equity base with 173 members of staff now owning shares or options in the Group. We continue, as a people business, to view equity and option participation by our employees as an important driver to achieving success at Group level. To this end, we are establishing a Share Incentive Plan ('SIP') within the Group in the next tax year. Current trading and prospects We have made an encouraging start to the year with new client signings including Juan Pablo Montoya, Michael Ball, 3M, and UBS Private Banking, together with client successes at the recent BAFTA and Olivier awards ceremonies. We have negotiated a strategic alliance with Cordiant Group Plc's subsidiary 141 Worldwide, to provide their clients with sports and entertainment marketing strategies and other related services. Cross-selling opportunities are already being exploited within the Group and we are delighted that this commercial integration is contributing to the bottom line so quickly. We believe there is a renewed air of optimism in the USA with plans shelved by corporations in 2001 being resurrected in 2002. There has been some less positive commentary about certain sectors of the sports marketing industry. We continue to believe that the quality of the Group's businesses, the level of contracted income and the focus on understanding our corporate clients' marketing objectives will result in further growth this year. We think it also important to reiterate that the Group has a policy of not providing income guarantees to clients, whilst noting that these guarantees have had a material adverse affect on other businesses operating in our markets. In January 2002 we acquired a specialist cable TV marketing business, Vertical Mix Marketing Inc., based in New York, with clients such as AOL, NBC and Showtime. Given the current trading of the Group and the highly fragmented nature of the markets in which the Group operates, we believe the prospects for the Group to deliver on its stated strategy to grow both organically and through acquisitions are most encouraging. Finally, I would like to extend a warm welcome to everyone who has joined the Group during the year and to thank all our employees for their efforts and contributions in an exciting if, at times, challenging year. Collectively, you remain the key to our future success. It is the constant improvement in the quality of our people at all levels that gives me the greatest optimism about the future of our Group. John Webber Chairman 7 March 2002 Chief Executive's Operational Review 2001 was another successful year for the Group. Pre-tax profits grew from £1,008,000 to £2,330,000 driven by significant organic growth and earnings enhancing acquisitions made predominantly in the second half of the year. Clients This year the client division made a profit of £2,619,000 (2000: £1,285,000) and represented 81% (2000: 73%) of the company's operating profit pre-goodwill amortisation. Highlights of the year included the following: * Anne Robinson becoming a client * The England Football Team qualifying for the World Cup * Introduction of Reuters as a sponsor to golf * Introduction of L&G Electronics as a sponsor to snooker * Richard Burns winning the World Rally Championship * GEM's client UPS nominated as NASCAR sponsor of the year The client division has also been strengthened by acquisitions already mentioned in the Chairman's Statement. After the acquisition of PFD, the talent division is now of the size necessary for critical mass in the area of entertainment. In addition, the acquisition of PFMA and 24/7 give the Group capacity to provide financial advice to individual clients, which we believe is an important feature of talent management. GEM provides the Group with a strong North American presence and access to some of the major North American corporations with over 30 clients including Coca Cola, General Mills, Procter & Gamble, Sears and UPS. The prospects for 2002 in the client division are encouraging. Allan McNish has a sponsorship with Oris, Richard Burns has a deal with Nicorette, and GEM has recently signed up new clients including UBS Private Banking and 3M. In addition, PFD clients have received both BAFTA and Olivier awards and our new Formula 1 client, Juan Pablo Montoya, is already challenging Michael Schumacher for this year's title. Events The events division made an operating profit of £595,000 prior to its share of goodwill amortisation (2000: £463,000). This area of the business represents 19% of the Group's operating profit. Icon Display won an important three-year contract for the Wimbledon Tennis Championship and continued to supply services to The PGA European Tour, The Royal and Ancient, the ECB and UEFA for The Champions' League. In May 2001 we exercised the option to purchase the outstanding 50% of ARB, a specialist outdoor audio and lighting hire company for sports events. ARB made a small contribution to Group profits, but suffered from the cancellation of a number of events like the Windsor Horse Show because of the foot and mouth outbreak. The foot and mouth outbreak also impacted on CSS Entertainment's results for the year with ticket sales during the summer concert season being lower than anticipated. As a result of the overall size of this area of activity and the structure of the arrangements with the artists the impact on Group profits was minimal. The growth in our client business has meant that from 1 January 2002 we have split the client division into three distinct operating areas: * Talent management representing sports and entertainment clients * International sponsorship sales * Marketing consultancy Finally, as reported at the time of the interim statement of results to 30 June 2001, the Group disposed of its tennis event in Brighton; and following the tragedy in New York on 11 September 2001, the Board decided in late September not to proceed with the Seniors' Event in Dublin in 2002. The outlook for events in 2002 is one of conservative optimism, the Group benefits from some medium-term contracts and the Board believes the policy of focusing on high quality, in terms of our clients, range of activities and selective acquisitions, has been vindicated. Opportunities for further expansion in this area exist but future corporate activity are expected to reflect any changes in market values. Julian Jakobi Chief Executive 7 March 2002 Financial Review Turnover Turnover represents income from clients of the company and revenue from providing services at events. The aggregate turnover increased from £13,179,000 in 2000 to £23,002,000, representing an increase of 74.5%. Cost of Sales Cost of sales of £6,841,000 (2000: £6,042,000) relates entirely to the event services business, including the implementation of tennis and entertainment events owned by the Company. The events gross profit margin in 2001 was 35.4% compared with 30.2% in 2000, an increase due to the set-up costs of the tennis events written off in 2000. There was no cost of sales in the Client division as in 2000. Administrative Expenses All other expenses connected with the ordinary course of business are classified as administrative expenses. Overall these expenses increased from £5,389,000 to £12,947,000. This reflects the increase in the size of the Group and is primarily made up of salaries, which were £9,367,000 (2000: £4,286,000). There has been an improvement in the salary to gross profit ratio, which was 58% in 2001 compared with 60% in 2000. Acquisitions During the year the Group spent a total of £21.1m on ten acquisitions. We purchased minority and associate interests in Icon, ARB and CSS Stellar Entertainment and sold 25% of CSS Stellar Tennis Limited for a £42,000 profit. The aggregate cost of these minor acquisitions was £694,000 satisfied as to £675,000 in shares and £19,000 in cash. The Group spent a further £20.4m, of which 97% is represented by the Gem Group and PFD acquisitions. This was funded by issuing £12.8m of equity and £8.3m of cash and deferred loans. EBITDA This is defined as operating profits before interest, taxation, depreciation and amortisation, which most clearly relates to operating cashflow, and which has increased significantly in the year. In 2001 EBITDA was £4,042,000 (2000: £2,114,000), an increase of 91%. The acquisition of ARB has significantly increased depreciation, with a charge of £381,000 in the year. Operating Profit The operating profit of the existing businesses grew to £1,762,000 (2000: £1,400,000), an increase of 25.8%; the acquisitions of GEM and ARB have both contributed in 2001, with PFD being included from 22 November 2001. Exceptional Items The exceptional income in 2001 of £42,000 (2000: £170,000 expense) resulted from the profit on the sale of 25% of CSS Stellar Tennis mentioned above. Taxation The level of provision for taxation in 2001 is £842,000 (2000: £674,000) - representing a charge of 36% of profits. Earnings per share The fully diluted earnings per share of 7.19p (2000: 1.95p) has increased by 269%. Liquidity and capital resources The liquidity and capital resources raised on flotation have been primarily used for investment purposes as detailed above. Sean Kelly Finance Director and Deputy Chief Executive 7 March 2002 CSS STELLAR PLC CONSOLIDATED PROFIT AND LOSS ACCOUNT Year ended 31st December 2001 2001 2000 Notes £000 £000 Turnover - Continuing operations and share of joint venture 13,429 13,395 - Acquisitions 10,113 - - Less: Share of joint venture (540) (216) --------- --------- Group Turnover 1 23,002 13,179 Cost of sales (6,841) (6,042) --------- --------- Gross profit 16,161 7,137 Administration expenses other than amortisation (12,947) (5,389) Amortisation of goodwill (780) (348) Administration expenses - Total (13,727) (5,737) --------- --------- Operating profit 1 - Continuing operations 1,762 1,400 - Acquisitions 672 - 2,434 1,400 Share of operating loss of joint venture (82) (41) Exceptional items 2 42 (170) --------- --------- 2,394 1,189 Interest receivable 170 38 Interest payable (234) (219) --------- --------- Profit on ordinary activities before taxation 2,330 1,008 Tax on profit on ordinary activities 3 (842) (674) Profit on ordinary activities after taxation 1,488 334 Equity minority interest 29 (90) --------- --------- Profit retained 1,517 244 ===== ===== Earnings per Ordinary share (pence) 4 p. p. Basic 9.00 1.97 Diluted 7.19 1.95 £000 £000 STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES Profit for the financial year 1,517 244 Unrealised surplus on revaluation of freehold property - 171 --------- --------- Total gains and losses recognised since last annual report 1,517 415 ===== ===== CSS STELLAR PLC CONSOLIDATED BALANCE SHEET As at 31 December 2001 2001 2000 Notes £000 £000 £000 £000 FIXED ASSETS Intangible Assets 5 29,225 6,347 Tangible Assets 6 3,507 1,137 Investments - Interest in Joint Venture - Share of gross assets 1,241 - Share of gross liabilities (820) 421 -------- Investments - Other 66 96 -------- -------- 32,798 8,001 CURRENT ASSETS Stocks and work in progress 266 147 Debtors 10,580 4,370 Cash at bank and in hand 1,896 3,929 -------- -------- 12,742 8,446 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR (12,209) (4,131) Net Current Assets 533 4,315 -------- -------- Total Assets less Current Liabilities 33,331 12,316 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR (5,214) (400) Equity minority interests - (74) -------- -------- 28,117 11,842 ===== ===== CAPITAL AND RESERVES Called up share capital 7 9,913 7,556 Share premium 7 13,176 3,357 Shares to be issued 7 2,932 350 Revaluation reserve 171 171 Profit and loss account 1,925 408 -------- -------- Equity shareholders' funds 8 28,117 11,842 ===== ===== CSS STELLAR PLC CONSOLIDATED CASH FLOW STATEMENT Year ended 31st December 2001 2001 2000 Note £000 £000 £000 £000 Cash inflow from operating activities 9 2,564 741 Returns on investments and servicing of finance Interest Paid (204) (219) Interest Received 170 38 --------- --------- Net cash outflow from returns on investments and servicing of finance (34) (181) Taxation (534) (336) Capital expenditure and financial investment Purchase of tangible fixed assets (482) (753) Purchase of intangible fixed assets - (48) Sale of tangible fixed assets 64 2,536 --------- --------- Net cash inflow/(outflow) from capital expenditure and financial investment (418) 1,735 Acquisitions and disposals Purchase of subsidiaries (6,471) (52) Net overdraft from purchase of subsidiaries (613) - Purchase of joint venture - (462) Sale/(Purchase) of investment - other 81 (96) --------- --------- Net cash outflow from acquisitions and disposals (7,003) (610) Management of Liquid Resources Sale/(Purchase) of short-term bank deposits 3,500 (3,500) --------- --------- Net cash outflow before financing (1,925) (2,151) Financing New shares issued 2,028 5,000 Less associated costs (98) (695) Increase in debt 3,205 823 Repayment of debt (1,809) (2,213) Capital element of finance lease rentals (363) (138) --------- --------- Net cash inflow from financing 2,963 2,777 --------- --------- Increase in cash 1,038 626 CSS STELLAR PLC NOTES TO THE FINANCIAL INFORMATION Year Ended 31st December 2001 Notes to the Financial Information NOTES TO THE FINANCIAL INFORMATION (Continued) Year Ended 31st December 2001 Year Ended 31st December 2001 1. Analysis of Trading and Net Assets Class of Business Profit before Divisions Turnover Taxation Net Assets 2001 2000 2001 2000 2001 2000 £000 £000 £000 £000 £000 £000 Client representation 12,407 4,521 2,619 1,285 20,905 5,572 Events 10,595 8,658 595 463 2,985 2,284 -------- -------- -------- -------- -------- -------- 23,002 13,179 3,214 1,748 23,890 7,856 ===== ===== Goodwill amortisation (780) (348) -------- -------- Operating profit 2,434 1,400 Share of operating loss and net assets of Joint Venture/Associates (82) (41) - - -------- -------- -------- -------- 2,352 1,359 23,890 7,856 Net interest (64) (181) - - Exceptional items 42 (170) - - Unallocated 4,227 3,986 -------- -------- -------- -------- Group profit before taxation/Net assets 2,330 1,008 28,117 11,842 ===== ===== ===== ===== Geographical Europe 16,695 12,734 1,770 913 20,190 11,842 North America 6,307 445 560 95 7,927 - -------- -------- -------- -------- -------- -------- 23,002 13,179 2,330 1,008 28,117 11,842 ===== ===== ===== ===== ===== ===== The turnover, profit before taxation and net assets of the joint venture were all within Europe. The origin and destination of turnover, profit before taxation and net assets are not materially different. 2. Exceptional items 2001 2000 £000 £000 Profit on sale of minority in subsidiary 42 - Profit on sale of freehold premises - 473 Related cost of relocation - (200) Listing expenses - (443) -------- -------- 42 (170) ===== ===== 3. Tax on Profit on Ordinary Activities United Kingdom corporation tax charge at 30% (2000:30%) based on the profit for the year 783 674 Adjustment in respect of prior year charge (159) - ---------- ---------- 624 674 United States taxation 218 - ---------- ---------- 842 674 ====== ====== 4. Earnings Per Share Weighted Per share Earnings average amount £ no. of shares p 2001 Basic Earnings per share Earnings attributable to ordinary shareholders 1,517,000 16,858,009 9.00 ======= Dilutive effect of securities Options and warrants 4,243,238 -------------- -------------- Diluted Earnings per share Adjusted earnings 1,517,000 21,101,247 7.19 ======= ======= ======= 2000 Basic Earnings per share Earnings attributable to ordinary shareholders 244,000 12,368,497 1.97 Dilutive effect of securities Options and warrants 169,678 -------------- -------------- Diluted Earnings per share Adjusted earnings 244,000 12,538,175 1.95 ======= ======= ======= CSS STELLAR PLC NOTES TO THE FINANCIAL INFORMATION (continued) Year Ended 31st December 2001 5. Intangible Assets Event Goodwill rights Total £000 £000 £000 Cost: At 1 January 2001 6,893 48 6,941 Additions Subsidiaries acquired in the year 23,690 - 23,690 Disposals - (48) (48) ---------- ---------- ---------- At 31 December 2001 30,583 - 30,583 ---------- ---------- ---------- Amortisation: At 1 January 2001 578 16 594 Charge for the year 780 32 812 Disposals - (48) (48) ---------- ---------- ---------- At 31 December 2001 1,358 - 1,358 ---------- ---------- ---------- Net book value at 31 December 2001 29,225 - 29,225 ====== ====== Net book value at 31 December 2000 6,315 32 6,347 ====== ====== ====== 6. Tangible Fixed Assets Plant & Furniture Freehold Motor event and property vehicles equipment equipment Total £000 £000 £000 £000 £000 The Group Cost or valuation: 1 January 2001 530 495 301 760 2,086 Additions - 196 272 221 689 Acquired with subsidiaries - 1,129 1,064 2,421 4,614 Disposals - (94) (64) (2) (160) ---------- ---------- ---------- ---------- ---------- At 31 December 2001 530 1,726 1,573 3,400 7,229 ---------- ---------- ---------- ---------- ---------- Accumulated depreciation: 1 January 2001 - 288 201 460 949 Charge for the year 15 204 228 349 796 Acquired with subsidiaries - 627 224 1,222 2,073 Disposals - (75) (21) - (96) ---------- ---------- ---------- ---------- ---------- At 31 December 2001 15 1,044 632 2,031 3,722 ---------- ---------- ---------- ---------- ---------- Net book value: At 31 December 2001 515 682 941 1,369 3,507 ---------- ---------- ---------- ---------- ---------- At 31 December 2000 530 207 100 300 1,137 ---------- ---------- ---------- ---------- ---------- 7. Called Up Share Capital The following is the movement in shares, shares capital and share premium during the year: Date Shares Share Share Share No. Price Capital Premium £ £000 £000 As at January 2001 15,111,178 7,556 3,357 Acquisition of JRP Management 17 January 101,351 2.22 50 175 25% of Icon Display 28 February 296,000 2.28 148 527 GEM 03 July 1,196,690 2.70 598 2,628 Michael Parkinson Enterprises 06 September 55,555 2.70 28 122 Drivecircuit 06 September 74,074 2.70 37 163 The Sponsorship Consultancy 18 October 8,054 2.48 4 16 The Peters Fraser & Dunlop Group 22 November 2,037,735 2.65 1,019 4,381 Exercise of option by Alberdale 06 February 60,000 0.50 30 - CSS Group (see below) 03 April 145,894 2.40 73 277 Share placing for cash 03 July 740,000 2.70 370 1,682 Cost of issuing shares (98) --------------- --------------- --------------- At 31 December 2001 19,826,531 9,913 13,176 ======== ======== ======== Shares to be issued: £000 As at 1 January 2001 350 CSS Group consideration - transferred to shares issued (350) Shares to be issued and deferred consideration 2,932 ---------- As at 31 December 2001 2,932 ====== 8. Reconciliation of Movements in Shareholders' Funds 2001 2000 £000 £000 Profit for the financial year 1,517 244 New Share Capital subscribed (including share premium) 11,924 5,065 Costs of issuing shares charged to share premium (98) (254) Conversion of Convertible Loan Stock 2014 - 3,661 Revaluation of freehold property - 171 Shares to be issued 2,932 350 Net addition to shareholders' funds 16,275 9,237 Opening shareholders' funds 11,842 2,605 ---------- ---------- Closing shareholders' funds 28,117 11,842 ====== ====== CSS STELLAR PLC NOTES TO THE FINANCIAL INFORMATION (continued) Year Ended 31st December 2001 9. Reconciliation of Operating Profit to Net Cash Inflow 2001 2000 from Operating Activities £000 £000 Operating profit 2,434 1,400 Dividend paid to minority interest (22) (82) Dividend received from Associate - 90 Depreciation charge 796 350 Amortisation of intangibles 812 364 Decrease/(increase in stocks) 9 (15) Increase in debtors (784) (2,010) (Decrease)/increase in creditors (681) 644 ---------- ---------- Cash inflow from operating activities 2,564 741 ====== ====== 10. Reconciliation of net cash flow to movement in net cash/debt Increase in cash in period 1,038 626 (Reduction)/increase in short term bank deposits (3,500) 3,500 Cash (inflow)/outflow from increase in net debt and lease financing (1,033) 1,626 Conversion of Convertible Loan Stock 2014 - 3,661 Net debt acquired on acquisition (2,370) - ---------- ---------- Change in net (debt)/cash (5,865) 9,413 Inception of finance leases (207) (98) ---------- ---------- (6,072) 9,315 Net cash/(debt) brought forward 2,812 (6,503) ---------- ---------- Net cash/(debt) carried forward (3,260) 2,812 ====== ====== 10. Reconciliation of net cash flow to movement in net cash/debt (continued) Analysis of Net Cash/(Debt) At 1 Cash Non-cash At 31 January Flow items December 2001 2001 £000 £000 Cash at bank 429 1,467 - 1,896 Overdrafts (43) (429) - (472) ----------- ----------- ----------- ----------- 386 1,038 - 1,424 Short term bank deposits 3,500 (3,500) - - ----------- ----------- ----------- ----------- 3,886 (2,462) - 1,424 Bank debt due after 1 year (317) (2,070) - (2,387) Bank debt due within 1 year (209) (927) - (1,136) Unsecured equity bonds 2004 (354) 250 - (104) Guaranteed loan notes - (2,500) - (2,500) Finance leases (194) (656) (207) (1,057) ----------- ----------- ----------- ----------- Total 2,812 (8,365) (207) (5,760) ====== ====== ====== ====== 11. Principal accounting policies The principal accounting policies of the Group are set out in the Group's 2000 Annual Report and Financial Statements. The policies have remained unchanged from the previous Annual Report apart from the policy in relation to turnover which has been amended to incorporate the activities of acquisitions during the year and does not alter the amounts reported in the Group's 2000 Annual Report. The policy is as follows: Turnover, which represents commission and fees for client representation and sales invoiced to third parties for event services, is recognised over the length of the contract to which it relates either evenly, or by reference to the contractually agreed invoicing patterns, or at the time services are performed. Turnover excludes value added tax ('VAT') and similar sales-related taxes. 12. Financial Information The financial information set out in this preliminary announcement does not constitute Statutory Accounts as defined in Section 240 of the Companies Act 1985. The summarised Balance Sheet at 31 December 2001 and the summarised Profit and Loss Account, the summarised Cash Flow Statement and associated notes for the year then ended have been extracted from the Group's Financial Statements. Those Financial Statements have not yet been delivered to the Registrar, not have the Auditors reported on them. The financial information relating to the period ended 31 December 2000 is extracted from the statutory accounts, which incorporated an unqualified audit report and which have been filed with the Registrar of Companies. This information is provided by RNS The company news service from the London Stock Exchange

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