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BWD Securities PLC (RBG)

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Friday 22 June, 2001

BWD Securities PLC

Interim Results & Acquisition

BWD Securities PLC
22 June 2001





EMBARGOED UNTIL 07.30am                                             22 June 2001



                                    PART I

                          BWD SECURITIES PLC ('BWD')

INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MAY 2001 AND ACQUISITION OF DENNIS
                               MURPHY CAMPBELL





BWD, the Investment Management and Administration Services Group, is pleased
to announce its interim results for the six months ended 31 May 2001, the
proposed acquisition of Dennis Murphy Campbell (the 'Acquisition') and
associated £6.69 million placing of new BWD ordinary shares.



BWD Interim Results highlights:



  * Profit before tax and goodwill amortisation at £4.4 million (2000: £5.4
    million)
  * Basic earnings per share before goodwill amortisation 15.1p (2000:
    18.8p)
  * Interim dividend of 6.0p per share (2000: 6.0p)
  * Group fee income at £10.7 million (2000: £9.4 million)



Acquisition highlights:



  * Acquisition of Dennis Murphy Campbell, an established London based
    stockbroking business with £550 million of funds under management.
  * The Acquisition will create a base for BWD in the City of London from
    which to develop its investment management activities in the South East.
    It will result in BWD having over £4.4 billion of funds under management.

  * Initial consideration of £5.97 million with a deferred consideration of
    up to £4 million.



Fund Raising highlights:



  * £6.69 million placing 1,194,532 of new BWD ordinary shares at 560p per
    share, comprising £5.69 million placing for cash and £1 million vendor
    placing.  The placing has been fully underwritten by ING Barings Limited.
  * New Ordinary Shares rank pari passu with existing ordinary shares save
    for entitlement to the interim dividend of 6p per share.



Mike Burns, Chief Executive of BWD Securities, commented:



'Despite the challenging trading environment I am pleased that our strategy to
reposition our main business as an investment management business, rather than
a traditional stockbroker has mitigated the effect of the fall in trading
volumes.   The acquisition announced today of Dennis Murphy Campbell is an
important step in strengthening our presence throughout the UK.'







For further information, please contact:



BWD Securities PLC:

Michael Burns, Chief Executive              Telephone: 0151 227 2030



Hudson Sandler:

Nick Lyon/Jessica Rouleau                   Telephone: 020 7796 4133



N M Rothschild & Sons Limited (Financial adviser to BWD)

David M Forbes, Director                    Telephone: 0113 200 1900



ING Barings Limited (Corporate stockbroker to BWD)

Ben Money-Coutts, Director                  Telephone: 020 7767 5700




This summary should be read with the full text of the following announcement.
Further details of the acquisition of Dennis Murphy Campbell and BWD's interim
results are set out in Parts II and III of this announcement.

                                   Part II



                          BWD SECURITIES PLC ('BWD')

                PROPOSED ACQUISITION OF DENNIS MURPHY CAMPBELL





1.      Introduction



BWD announces that it has conditionally agreed to acquire Dennis Murphy
Campbell, a private client stockbroking business based in the City of London,
for an initial consideration of £5.97 million and deferred consideration of up
to £4 million.



Aspects of the acquisition of Dennis Murphy Campbell are conditional, inter
alia, upon approval by The Securities and Futures Authority (the 'SFA').
Completion of the Acquisition is expected to take place after approval has
been received from the SFA, on 20 July 2001.



2.      Information on Dennis Murphy Campbell



Dennis Murphy Campbell is a private client stockbroking business based in the
City of London.  Dennis Murphy Campbell currently has funds under management
of £550 million and for the year ended 31 March 2001 generated partnership
profits before tax of £1.0 million on turnover of £2.2 million. Dennis Murphy
Campbell's income is primarily transaction related.   The net assets of the
Dennis Murphy Campbell business being acquired are negligible.



3.      Reasons for the Acquisition



BWD Rensburg ('BWDR'), a member of the BWD Group is one of the UK's leading
dedicated private client investment management businesses, with total managed
client funds of £3.6 billion.  BWDR currently operates from eight regional
offices located across the UK in Belfast, Chesterfield, Doncaster, Glasgow,
Leeds, Liverpool, Manchester and Sheffield.



The acquisition of Dennis Murphy Campbell will create a base for BWDR in the
City of London and will provide BWDR with a strategically important platform
from which to develop its private client investment management activities in
South East England.



4.   Consideration Payable



The consideration payable for Dennis Murphy Campbell comprises an initial
consideration of £5.97 million and deferred consideration of up to £4 million.



The initial consideration is to be satisfied as to £3.0 million in cash
(including £1.0 million by way of a vendor placing detailed below) and £2.97
million by the issue of 506,906 new BWD ordinary shares (the 'Consideration
Shares') at a price per share of 585.9 pence.



Deferred consideration of up to a maximum value of £4.0 million comprising £
3.9 million of interest bearing loan notes and £0.1 million of cash may be
payable to the vendors and certain key employees.  Such deferred consideration
will be dependent upon the amount by which Dennis Murphy Campbell's funds
under management are converted onto a fee-paying basis, and the returns
generated on non fee based funds over the period from completion of the
Acquisition to 26 November 2004.





5.   Fund raising



In order to finance the Acquisition, BWD announces the terms of an
unconditional cash placing of 1,015,960 new BWD ordinary shares (the
'Subscription Shares') at a price per share of 560 pence to raise £5.69
million (the ' Cash Placing') and the terms of a conditional vendor placing of
178,572 new BWD ordinary shares (the 'Vendor Placing Shares') at a price per
share of 560 pence to raise £1.0 million (the 'Vendor Placing').  The Vendor
Placing is conditional, inter alia, upon completion of the Acquisition, which
in turn is conditional upon approval by the SFA.  The Cash Placing and the
Vendor Placing have been fully underwritten by ING Barings Limited, BWD's
corporate stockbroker.



The proceeds of the Cash Placing and Vendor Placing will be used to satisfy
the cash element of the initial consideration for the Acquisition, with the
balance of the proceeds being used to meet transaction costs in relation to
the Acquisition, to provide the group with additional working capital in
accordance with regulatory capital requirements and to meet a proportion of
the deferred consideration.



The Consideration Shares, the Subscription Shares and the Vendor Placing
Shares will all rank pari passu with BWD's existing issued ordinary shares,
save that they will not rank for the interim dividend of 6.0 pence per share
declared by BWD today, payable to shareholders on the register at 24 August
2001.



Dealings in the Subscription Shares are expected to commence on 28 June 2001.
Dealings in the Consideration Shares and the Vendor Placing Shares are
expected to commence on 20 July 2001, the expected day of completion.



Application will be made to the UK Listing Authority for 1,701,438 new
ordinary BWD shares to be admitted to the Official List and to the London
Stock Exchange for the admission of the new ordinary BWD shares to trading on
its market for listed securities.



N M Rothschild & Sons Limited advised BWD in relation to the Acquisition and
associated fund raising.  ING Barings Limited advised BWD in relation to the
associated fund raising.







For further information please contact:



BWD Securities PLC:

Michael Burns, Chief Executive
Telephone: 0151 227 2030



Hudson Sandler:

Nick Lyon/Jessica Rouleau
Telephone: 020 7796 4133



N M Rothschild & Sons Limited (Financial adviser to BWD)

David M Forbes, Director
Telephone: 0113 200 1900



ING Barings Limited (Corporate stockbroker to BWD)

Ben Money-Coutts, Director
Telephone: 020 7767 5700









N M Rothschild and Sons Limited and ING Barings Limited, which are regulated
by The Securities and Futures Authority Limited, are acting exclusively for
BWD Securities PLC in connection with the Cash Placing and the Vendor Placing
and no-one else, and will not regard any other person as their customer or be
responsible to any other person for providing the protections afforded to
customers of NM Rothschild and Sons Limited and ING Barings Limited nor for
providing advice to any such person in relation to the contents of this
announcement or any matter referred to herein.


                                   Part III

                 BWD SECURITIES PLC ('BWD' or the 'Company')

             INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MAY 2001





Financial Results



During the period, the financial markets in which all the Group's businesses
operate have been particularly challenging.  Trading volumes have fallen from
the record levels experienced during the first half of 2000, and declining
market indices have impacted on funds under management and consequently fees
generated from those funds.  Whilst these conditions have inevitably had an
affect on the business, our strategy of increasing fee income as a proportion
of total income has helped mitigate the effects of this downturn.   This is
evidenced by a 7% reduction in total income to £18.6 million (2000: £19.9
million) of which Group fee income increased by 14% to £10.7 million (2000: £
9.4 million).



The Group's profit before tax and goodwill amortisation for the six months
ended 31 May 2001 was £4.4 million (2000: £5.4 million).   Basic earnings per
share before goodwill amortisation was 15.1p (2000: 18.8p).



Dividend

The Directors have declared an interim dividend of 6.0p (2000: 6.0p) payable
on 1 October 2001 to shareholders on the register at 24 August 2001.



Operations

BWD Rensburg increased managed clients' funds by 9% to £3.6 billion. (2000: £
3.3 billion).  Fee paying funds included in these figures increased by 14% to
£1.6 billion (2000: £1.4 billion).



We are delighted to be able to announce today that agreement has been reached
to acquire the business of Dennis Murphy Campbell, an established London-based
stockbroking business with funds under management of approximately £550
million.  Subject to regulatory approval, this deal will be completed on 20
July 2001 and will give the Company an excellent platform from which to
increase its business.



BWD Rensburg Unit Trust Managers increased the value of funds under management
by 34% to £312 million (2000: £233 million).  The achievement of such growth
in the difficult markets experienced over the period is attributable to the
business's continued strong investment performance record, together with
success in increasing sales to IFAs.



Capital for Companies increased the value of funds under management to £43
million (2000: £41 million) including an additional £7 million raised during
the period for Capital for Companies VCT plc.  The VCT market has now become
an established part of the tax efficient investment scene.



Northern Registrars has continued to perform well, despite a slowdown in the
level of both share transfer activity and corporate events.  The Company
remains committed to developing new services and is now providing a complete
All Employee Share Ownership Plan administration service.



Northern Administration continues to develop and has recently completed a
successful transfer of the whole of Kleinwort Benson Unit Trust Limited's unit
trust administration.  This transfer takes the level of collective funds now
administered by the business to in excess of £1 billion.



Outlook

Against a backdrop of difficult market conditions, the underlying strength of
all Group businesses has continued to increase.  Taken with the acquisition of
Dennis Murphy Campbell, this reinforces our confidence for the future.





Alan Bottomley                                                  Michael Burns
Chairman                                                        Chief Executive
                  

22 June 2001


Notes to Editors:



*        BWD is an investment management business with offices in Liverpool,
Leeds, Sheffield, Manchester, Chesterfield, Doncaster, Glasgow and Belfast.
From these offices, BWD offers a full range of financial services to private
and corporate clients, including investment management, financial planning and
stockbroking.



*        BWD also owns Northern Registrars and Northern Administration,
located in Huddersfield, which provide clients with share registration and
administration services.



*        BWD continues to concentrate on growing its businesses, through
fee-based, as opposed to transaction-based, revenue.




Consolidated Profit and Loss Account

                                  2001            2000                     2000
                              6 months        6 months                12 months
                                 ended           ended                    ended
                                31 May          31 May                   30 Nov
                                 £'000           £'000                    £'000
              Note

Turnover                       18,579          19,895                   38,373


      Operating expenses      (14,656)        (14,975)                 (29,006)
      Goodwill                   (240)           (240)                    (482)
      amortisation

Total administrative          (14,896)        (15,215)                 (29,488)
expenses
                              _______         _______                  _______

Operating profit                3,683           4,680                    8,885

Net interest receivable           448             472                      987
                              _______         _______                  _______

Profit on ordinary              4,131           5,152                    9,872
activities before taxation

Tax on profit on ordinary      (1,359)         (1,669)                  (3,185)
activities
                              _______         _______                  _______

Profit on ordinary              2,772           3,483                    6,687
activities after taxation


Dividends                      (1,194)         (1,193)                  (3,580)
                              _______         _______                  _______
Retained profit for the         1,578           2,290                    3,107
period

                              _______         _______                  _______
Basic         1
earnings per
share

     -before goodwill            15.1p           18.8p                    36.1p
     amortisation
     -after goodwill             13.9p           17.6p                    33.7p
     amortisation
Diluted       1
earnings per
share

     -before goodwill            14.8p           18.3p                    35.2p
     amortisation
     -after goodwill             13.6p           17.1p                    32.8p
     amortisation
Dividend per share                6.0p            6.0p                    18.0p



Turnover and operating profit relate entirely to continuing operations.



The Group has no recognised gains and losses other than those included in the
profits above and therefore no separate statement of total recognised gains
and losses is presented.



Consolidated Balance Sheet

                                                      2001    2000         2000
                                                    31 May  31 May       30 Nov
                                                     £'000   £'000        £'000
Fixed assets

Intangible assets                                    8,429     8,911     8,669
Tangible assets                                      6,237     6,044     6,135
Investments                                            769       384       769
                                                   _______   _______   _______

                                                    15,435    15,339    15,573
                                                   _______   _______   _______

Current assets


Debtors                                             31,050    36,004    36,977
Investments                                          1,162     1,162     1,162
Cash at bank and in hand                            15,309    13,162    15,366
                                                   _______   _______   _______

                                                    47,521    50,328    53,505
Creditors

Amounts falling due within one year                (35,339)  (43,733)  (46,280)
                                                   _______   _______   _______

Net current assets                                  12,182     6,595     7,225
                                                   _______   _______   _______

Total assets less current liabilities               27,617    21,934    22,798

Creditors


Amounts falling due after more than one year        (6,779)   (3,529)   (3,529)

Provisions for liabilities and charges                (232)     (209)     (251)

                                                   _______   _______   _______


Net assets                                          20,606    18,196    19,018

                                                   _______   _______   _______
Capital and reserves


Called up share capital                              2,033     2,032     2,032
Reserves                                            18,573    16,164    16,986
                                                   _______   _______   _______
Equity shareholders' funds                          20,606    18,196    19,018
                                                   _______   _______   _______



Consolidated Cash Flow Statement

                                                      2001      2000       2000
                                                  6 months  6 months  12 months
                                                     ended     ended      ended
                                                    31 May    31 May     30 Nov
                                                     £'000     £'000      £'000
                                           Note


Net cash (outflow)/inflow from

operating activities                        (a)      (411)    3,879     10,844

Returns on investment and servicing of finance

Net interest received                                 504       522        987

Taxation paid                                      (1,448)     (318)    (1,875)


Capital expenditure and financial investment

Purchase of tangible fixed assets                    (733)   (1,053)    (1,745)
Purchase of fixed asset investments                     -         -       (257)
Proceeds from sale of tangible fixed assets           110        50        158
Proceeds from sale of fixed asset investments           -         -          2

Equity dividends paid                              (2,387)   (1,984)    (3,177)

                                                  _______   _______    _______


Cash (outflow)/inflow before financing             (4,365)    1,096      4,937


Financing


Issue of ordinary share capital                         9        46         51
Decrease in short term borrowings                    (711)     (362)      (362)
Increase in long term borrowings                    4,000         -          -
                                                  _______   _______    _______
(Decrease)/increase in cash in the period   (b)    (1,067)      780      4,626

                                                  _______   _______    _______



Notes to the Cash Flow Statement

a.  Reconciliation of operating profit to operating cash flows

                                                      2001    2000         2000
                                                  6 months       6    12 months
                                                            months
                                                     ended   ended        ended
                                                    31 May  31 May       30 Nov
                                                     £'000   £'000        £'000

Operating profit                                    3,683    4,680        8,885
Amortisation of goodwill                              240      240          482
Depreciation charges                                  536      610        1,026
(Profit)/loss on disposal of tangible fixed           (15)    (45)           32
assets
Shares subject to grant of a nil cost option            -      130            -
Decrease in debtors                                 5,890    5,914        4,976
Decrease in creditors and provisions              (10,745) (7,650)      (4,557)
                                                  _______  _______      _______


Net cash (outflow)/inflow from operating             (411)   3,879      10,844
activities
                                                  _______  _______      _______


b.  Analysis and reconciliation of net funds
                                        At 1 Dec     Cash    Other    At 31 May
                                            2000    flows  changes         2001
                                           £'000    £'000    £'000        £'000

Cash in hand, at bank                    15,366       (57)      -        15,309

Overdrafts                                    -    (1,010)      -       (1,010)
Debt due after one year                  (3,529)   (4,000)    750       (6,779)
Debt due within one year                 (1,000)      711    (750)      (1,039)
                                        _______   _______  _______      _______


Net Funds                                10,837    (4,356)      -         6,481
                                        _______   _______  _______       _______





Notes to the Cash Flow Statement (Continued)
b.  Analysis and reconciliation of net funds continued

                                                   2001   2000             2000
                                               6 months      6        12 months
                                                        months
                                                  ended  ended            ended
                                                 31 May 31 May           30 Nov
                                                  £'000  £'000            £'000

(Decrease)/increase in cash in the              (1,067)   780             4,626
period
Cash outflow from decrease in debt                 711    362               362
Cash inflow from increase in debt               (4,000)     -                 -
                                               _______  _______         _______


Movement in net funds in the period             (4,356) 1,142             4,988
Net funds at beginning of period                10,837  5,849             5,849
                                               _______  _______         _______


Net funds at end of period                       6,481  6,991            10,837
                                               _______  _______         _______



Notes



1.       Basic earnings per share before goodwill amortisation is calculated
with reference to earnings for shareholders of £3,012,000 (May 2000: £
3,723,000; Nov 2000: £7,169,000) and the weighted average number of Ordinary
Shares in issue during the six months ended 31 May 2001 of 19,892,456 (May
2000:19,842,799; Nov 2000: 19,865,843). Basic earnings per share after
goodwill amortisation is calculated with reference to earnings for
shareholders of £2,772,000 (May 2000: £3,483,000; Nov 2000: £6,687,000).
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 employee share options outstanding during the period.  The number of
additional shares used for the diluted calculation is 472,298 Ordinary Shares
(May 2000: 525,742; Nov 2000: 505,873).



2.       The information contained in the 2000 consolidated balance sheet,
profit and loss account and cash flow statement does not constitute full
accounts and has been extracted from the latest published accounts for the
year ended 30 November 2000 which have been delivered to the Registrar of
Companies.  The report of the auditors on these accounts was unqualified.  The
consolidated profit and loss accounts and cash flow statements for the six
month periods and the consolidated balance sheets at 31 May 2000 and 31 May
2001 are unaudited.

                          

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