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Oliver Group PLC (OVRF)

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Wednesday 25 October, 2000

Oliver Group PLC

Offer by Benson Pt1- Replace

Oliver Group PLC
25 October 2000

The following announcement replaces the 'Offer by Benson Shoe, etc.'
announcement released today, 25 October 2000 at 0900 in two parts under RNS
numbers 0209T and 0158T. In Appendix II of the announcement, the table showing
the income effect of acceptances, should read 0.64 under 'Gross income from
cash consideration' and 'Increase in gross income' and not 0.53 as previously
stated.


The full amended text appears below


Not for release, distribution or publication in or into the United States,
Canada, Australia or Japan



                       The Oliver Group Plc ('Oliver')

                            Recommended Cash Offer

                                      by

                   PricewaterhouseCoopers Corporate Finance

                             for and on behalf of


                     Benson Shoe Limited ('Benson Shoe')


                                     and


               Interim Results for the 26 weeks to 29 July 2000




HIGHLIGHTS

 1. The Offer

    *     Benson Shoe, a privately owned shoe retailer, is offering 12p in
    cash for each Oliver Share.

    *     The offer values the entire issued share capital of Oliver at
    approximately £6.1m.

    *     The Offer is unanimously recommended by the board of Oliver.

 2. Interim Results


        *     Oliver records first half loss of £2.5m before tax and
        exceptionals (1999: restated loss £1.9m).

        *     Exceptional write-down of assets of £8.4m. Loss before tax and
        after exceptionals of £10.9m (1999: restated loss £2.0m)

        *     Despite improving trends, the outcome for the year, as ever,
        depends on performance over the key Christmas and January 2001 trading
        period.



The chairman of Oliver commented:


'The recommended offer for Oliver by Benson Shoe is a welcome move in the
overdue consolidation of the UK footwear retail sector. The terms of Benson
Shoe's offer will allow Oliver's shareholders to exit an under-performing
investment at a fair and reasonable price.'

The chairman of Benson Shoe commented:


'We are delighted to have the opportunity to acquire Oliver, with its
complementary spread of stores, and continue the growth of Benson Shoe. This
acquisition marks the start of an exciting phase in our development.'


This summary should be read in conjunction with the attached announcement.


Press Enquiries:

Benson Shoe Limited                        The Oliver Group plc

Michael Smith                              Doug Rogers/Paul Ryan

Tel: 0116 248 8832                         Tel: 0116 222 3000
PricewaterhouseCoopers Corporate Finance   Brewin Dolphin Securities Limited

Colin Gillespie                            Frank Malcolm

Tel: 0161 245 2224                         Tel: 0131 529 0311
Richard Pulford                            Citigate Dewe Rogerson

Tel: 0161 245 2520                         Fiona Tooley

                                           Tel: 0121 631 2299 or 07785 703523

Brewin Dolphin Securities Limited (a member of the London Stock Exchange and
regulated in the UK by The Securities and Futures Authority Limited) is acting
exclusively for Oliver and no-one else in connection with the Offer and will
not be responsible to anyone other than Oliver for providing the protections
afforded to customers of Brewin Dolphin Securities Limited nor for giving
advice in relation to the Offer.


PricewaterhouseCoopers Corporate Finance, the Corporate Finance division of
PricewaterhouseCoopers, which is authorised to carry on investment business by
the Institute of Chartered Accountants in England and Wales, is acting for
Benson Shoe and no-one else in connection with the Offer and will not be
responsible to anyone other than Benson Shoe for providing the protections
afforded to customers of PricewaterhouseCoopers Corporate Finance or for
giving advice in relation to the Offer.


This announcement does not constitute an offer or invitation to purchase any
securities.


The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdiction. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.


The Offer will not be made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone or e-mail) of interstate
or foreign commerce of or of any facility of a national securities exchange of
the United States, Canada, Australia or Japan and the Offer will not be
capable of acceptance by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan. Accordingly, copies
of this announcement are not being, and must not be, directly mailed or
otherwise distributed or sent in or into the United States, Canada, Australia
or Japan and persons receiving this announcement (including custodians,
nominees and trustees) must not distribute or send this announcement in or
into or from the United States, Canada, Australia or Japan. Doing so may
render invalid any purported acceptance.


Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan


PART I

                            Recommended Cash Offer

                                      by

                   PricewaterhouseCoopers Corporate Finance

                             for and on behalf of


                     Benson Shoe Limited ('Benson Shoe')


                                     for


                       The Oliver Group Plc ('Oliver')



 1. Introduction

    The boards of Benson Shoe and Oliver announce today that they have reached
    agreement on the terms of a recommended cash offer to be made by
    PricewaterhouseCoopers Corporate Finance on behalf of Benson Shoe for the
    whole of the issued and to be issued share capital of Oliver.


 2. The Offer


    On behalf of Benson Shoe, PricewaterhouseCoopers Corporate Finance will
    offer to acquire, subject to the conditions and further terms set out in
    Appendix I to this announcement and to be set out in the Offer Document
    and the Form of Acceptance, all of the Oliver Shares on the following
    basis:


    for each Oliver Share     12p in cash


    The Offer represents a premium of approximately 14 per cent. to the
    Closing Price of 101/2p per Oliver Share on 3 October 2000, (the last
    dealing day prior to the announcement by Oliver that it was in discussions
    which might lead to an offer). The Offer values the entire issued share
    capital of Oliver at approximately £6.1 million.


    The cash payable under the Offer will be provided by Benson Shoe funded by
    new bank facilities from Bank of Scotland.


    The Oliver Shares which are subject to the Offer will be acquired by
    Benson Shoe fully paid and free from all liens, equities, charges,
    encumbrances and other interests and together with all rights now or
    hereafter attaching thereto, including the right to receive and retain any
    dividends or other distributions (if any) declared, made or which may
    become payable after the date of the Offer Document.


    Further details of the bases and sources of the financial information on,
    and the financial effects of acceptance of the Offer, are set out in
    Appendix II of this announcement.


 3. Recommendation and irrevocable undertakings


    The Oliver Directors, who have been so advised by Brewin Dolphin
    Securities, consider the terms of the Offer to be fair and reasonable. In
    providing advice to the Oliver Directors, Brewin Dolphin Securities has
    taken into consideration the Oliver Directors' commercial assessments.
    Accordingly, the Oliver Directors unanimously recommend Oliver
    Shareholders to accept the Offer as they and their connected parties have
    irrevocably undertaken to do in respect of the holdings in which they are
    beneficially interested, amounting in aggregate to 2,119,808 Oliver
    Shares, representing 4.2 per cent. of Oliver's existing issued share
    capital.


    Benson Shoe has received irrevocable undertakings to accept the Offer from
    certain Oliver Shareholders, including all of the Oliver Directors who are
    also Oliver Shareholders, in respect of a total of 30,665,013 Oliver
    Shares representing 60.7 per cent. of the existing issued share capital of
    Oliver. An undertaking provided in respect of 7.9% of the existing issued
    share capital of Oliver ceases to be binding in the event of a competing
    offer being made for Oliver which is at least 13.5p. The other
    undertakings cease to be binding in the event that the competing offer is
    at least 13p (in respect of 23.1% of the issued share capital of Oliver)
    or at least 15p (in respect of 29.7%), but only if the competing offer is
    made within ten days of the date on which the Offer Document is posted.


 4. Information on Oliver


    The Oliver Group owns and operates a chain of footwear retail outlets
    trading under the Oliver, Timpsons and Olivers Timpson names, located in
    most parts of Great Britain. Head office and warehousing facilities are
    situated in Leicester. Oliver operates in the middle-market or 'family'
    sector of the footwear market and sells ladies', men's and children's
    footwear.


    For the 52 weeks to 29 January 2000, Oliver reported turnover of £72.9
    million (1999: £73.9 million), restated loss on ordinary activities before
    tax of £3.2 million (1999: restated £0.5 million) and restated loss per
    share of 6.42p (1999: restated 1.26p). As at 29 January 2000, Oliver had
    restated consolidated net assets of £17.1 million (1999: restated £20.3
    million). In total, loan note and net bank borrowings averaged £8.3
    million through the 1999/2000 financial year and were £8.1 million at 29
    January 2000.


    Oliver's interim results for the 26 weeks to 29 July 2000 are announced
    today. A summary is set out under 'Reasons for recommending the Offer'
    below, and the full text of the announcement, which also contains details
    of current trading, is set out in Part II of this announcement.


 5. Information on Benson Shoe


    Benson Shoe is a privately owned multiple discount footwear retailer with
    more than 180 stores in the UK and Ireland. A wholly owned subsidiary of
    No. 310 Leicester Limited, Benson Shoe predominantly trades as Discount
    Shoe Zone in England & Wales and Tylers and Tylers Express in Ireland.
    Since January 1993, Benson Shoe has grown its turnover by over 85 per
    cent. and continues to seek opportunities for further expansion.


    For the year ended 1 January 2000, Benson Shoe reported turnover of £41.5
    million (1999: £35.8 million) and profit before tax of £1.1 million (1999:
    £0.6 million). As at 1 January 2000, Benson Shoe had consolidated net
    assets of £3.8 million (1999: £3.3 million).



 6. Reasons for recommending the Offer

    Oliver has reported losses, before and after both tax and exceptional
    items, for each of the three financial years to 29 January 2000. Interim
    results for the 26 weeks to 29 July 2000 show a pre-exceptional loss on
    ordinary activities before tax of £2.5 million. These losses were, and
    are, primarily due to the combination of a declining market, the rapid
    expansion of non-specialist competition, uneconomic pricing by competitors
    and rising cost pressures. Taking into account these adverse trading
    conditions and the Offer from Benson Shoe, the Oliver Directors reviewed
    the carrying value of certain of Oliver's fixed assets and decided to
    recognise an exceptional write-down of asset values of £8.4 million,
    resulting in a loss on ordinary activities before tax but after
    exceptional items, of £10.9 million for the period.


    According to official and industry figures, consumer spending on footwear
    was weak in both 1998 and 1999. Independent research also shows that, for
    many years, footwear multiples such as Oliver have consistently lost
    market share to, inter alia, clothing multiples and discount retailers.
    Meanwhile, competitive forces and consumer price stability have together
    produced an environment of at best flat, and at worst deflationary,
    selling prices for footwear products.


    Faced with this difficult market, Oliver has worked hard to contain its
    costs. There are, however, limits to what can be achieved in terms of cost
    reduction. The market Oliver serves, and its position in them, depends
    greatly on its ability to maintain high standards of product quality and
    customer service, both of which cannot be compromised if its competitive
    position is to be maintained.


    Oliver's response to this unsatisfactory trading background has been a
    programme of store rationalisation and upgrading. Over the three years to
    January 2000, it has closed a total of 58 stores, opened 16 stores and
    undertaken the extensive refurbishment of a further 65. The new and
    refurbished stores have generated significant increases in turnover, but
    their performance has been unable to compensate for the performance of the
    unrefurbished units, which has been below expectations. This has in turn
    affected its ability to raise external investment finance and so the pace
    at which the modernisation programme can be progressed.


    In October 1999, Doug Rogers was appointed Chairman of Oliver, and Donald
    Macpherson and David Stevenson became non-executive directors. Since then,
    the Board has conducted a thorough review of the Company's future and has
    concluded that, in view of the poor market background and the competitive
    position it faces, Oliver could not remain as it is, without the resources
    to implement its modernisation policy more speedily. In any event,
    continuing losses were considered to be unacceptable. The Board therefore
    determined that Oliver should pursue one of two options: to merge with,
    acquire or be taken over by a company with similar or complementary
    interests in footwear retailing (thereby being better placed to
    rationalise operations and ameliorate competitive pressures); or, if
    necessary, to withdraw from footwear retailing completely.


    The Board has been active in pursuing both of these options. The
    negotiations with Benson Shoe have proved to be by far the most fruitful,
    and have resulted in the Offer.


    Benson Shoe, being a discount retailer, targets a different segment of the
    market than Oliver. This area has shown more growth and Benson Shoe's
    strategy has hitherto proved successful. Although as a business Benson
    Shoe has fewer retail outlets than Oliver, its private company status,
    commercial infrastructure and supportive financiers mean that Benson Shoe
    appears better able to implement the changes that Oliver needs.

    Accordingly, the Oliver Directors have concluded that the Offer is, in the
    circumstances, the best corporate solution for Oliver and therefore is in
    the best interests of Oliver Shareholders.

 7. Oliver management and employees


    Although the board of Benson Shoe intends to implement a number of changes
    to bring about cost efficiencies, they nevertheless confirm that all the
    existing employment rights, including pension rights, of all the employees
    of the Oliver Group will be fully safeguarded following completion of the
    Offer.

 8. Oliver Share Option Schemes


The Offer will extend to any Oliver Shares issued or unconditionally allotted
as at the date of the Offer together with any further such shares which are
unconditionally allotted or issued whilst the Offer remains open for
acceptance (or by such earlier date as Benson Shoe may, subject to the City
Code, determine, being not earlier than the date on which the Offer becomes
unconditional as to acceptances or, if later, the first closing date of the
Offer), including any Oliver Shares which are unconditionally allotted or
issued pursuant to the exercise of share options granted under the Oliver
Share Option Schemes. To the extent that such options are not exercised and in
the event that the Offer becomes or is declared unconditional in all respects,
appropriate proposals will be made, in due course, to the holders of options
under the Oliver Share Option Schemes.


9.     Financing of the Offer


Bank of Scotland has agreed to make available £15.0 million of term loans for
the purposes of assisting in the finance of the Offer, refinancing Oliver's
existing borrowings and paying related expenses in connection with the Offer
and also an additional working capital facility.


The financing from Bank of Scotland is conditional, inter alia, on the Offer
becoming or being declared wholly unconditional and on receipt of valid
acceptances of the Offer (and such acceptances, where permitted by the City
Code, not having been withdrawn) in respect of 90 per cent. (or such lesser
percentage as Bank of Scotland may agree) in nominal value of the Oliver
Shares to which the Offer relates.


10.     Disclosure of interests in Oliver


At the close of business on 24 October 2000 (being the last practicable date
prior to this announcement), Benson Shoe beneficially owned 25,000 Oliver
Shares.

Save as set out herein, neither Benson Shoe nor, to the best of Benson Shoe's
knowledge and belief, any person acting in concert with Benson Shoe for the
purposes of the Offer, owns or controls any Oliver Shares or any options to
purchase any Oliver Shares or has entered into any derivative referenced to
securities of Oliver which remains outstanding.

11.     General

The Offer will be subject, inter alia, to the conditions and the further terms
set out in Appendix I to this announcement and to be set out in the Offer
Document and Form of Acceptance. The formal Offer Document, together with a
Form of Acceptance, will be posted to Oliver Shareholders and, for information
only, to participants in the Oliver Share Option Schemes, as soon as
practicable.

Press Enquiries:

Benson Shoe Limited                        The Oliver Group plc

Michael Smith                              Doug Rogers/Paul Ryan

Tel: 0116 248 8832                         Tel: 0116 222 3000
PricewaterhouseCoopers Corporate Finance   Brewin Dolphin Securities Limited

Colin Gillespie                            Frank Malcolm

Tel: 0161 245 2224                         Tel: 0131 529 0311
Richard Pulford                            Citigate Dewe Rogerson

Tel: 0161 245 2520                         Fiona Tooley

                                           Tel: 0121 631 2299 or 07785 703523



Brewin Dolphin Securities Limited (a member of the London Stock Exchange and
regulated in the UK by The Securities and Futures Authority Limited) is acting
exclusively for Oliver and no-one else in connection with the Offer and will
not be responsible to anyone other than Oliver for providing the protections
afforded to customers of Brewin Dolphin Securities Limited nor for giving
advice in relation to the Offer.


PricewaterhouseCoopers Corporate Finance, the Corporate Finance division of
PricewaterhouseCoopers, which is authorised to carry on investment business by
the Institute of Chartered Accountants in England and Wales, is acting for
Benson Shoe and no-one else in connection with the Offer and will not be
responsible to anyone other than Benson Shoe for providing the protections
afforded to customers of PricewaterhouseCoopers Corporate Finance or for
giving advice in relation to the Offer.


This announcement does not constitute an offer or invitation to purchase any
securities.


The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdiction. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.


The Offer will not be made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone or e-mail) of interstate
or foreign commerce of or of any facility of a national securities exchange of
the United States, Canada, Australia or Japan and the Offer will not be
capable of acceptance by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan. Accordingly, copies
of this announcement are not being, and must not be, directly mailed or
otherwise distributed or sent in or into the United States, Canada, Australia
or Japan and persons receiving this announcement (including custodians,
nominees and trustees) must not distribute or send this announcement in or
into or from the United States, Canada, Australia or Japan. Doing so may
render invalid any purported acceptance.

PART II


Oliver interim results for the 26 weeks to 29 July 2000


The following is the text of the unaudited interim results statement of Oliver
for the 26 weeks to 29 July 2000, released today.


'Chairman's statement


Dear Shareholder,


In the 26 weeks to 29 July 2000 the Oliver Group continued to experience
difficult trading conditions. The whole UK footwear market demonstrated
minimal growth. Total sales for the Oliver Group were, however, down 1.9 per
cent. to £33.8 million (1999: £34.5 million) and the pre-exceptional operating
loss was £2.0 million (1999 restated: £1.7 million). Exceptional charges were
£8.4 million (1999: £0.1 million). After interest costs of £0.4 million (1999:
£0.3 million), a property loss of £0.1 million (1999: profit £0.1 million) and
a nil tax charge (1999: £ nil), the retained loss for the period was £10.9
million (1999 restated: £2.0 million). Loss per share was 21.52p (1999:
restated 4.03p). No dividend will be paid.


As in prior periods the Oliver Directors reviewed the carrying value of the
balance sheet assets, which, in accordance with FRS 11, are carried at no
greater than their recoverable amounts. Following this review and in light of
the offer for Oliver announced today, the Oliver Directors decided to
recognise an exceptional write-down of asset values. This exceptional charge
of £8.4 million is shown separately in the half-year financial statements and
details are set out in note 2.


The results reflect for the first time the implementation of both FRS 15 and
the accounting guidelines in UITF Abstract 24 regarding start-up costs. The
implementation has been by means of a prior year adjustment, the impact of
which is set out in note 1 to this statement.


Due to the profile of annual demand for footwear, which is skewed
significantly towards the second half year which includes both the 'back to
school' and Christmas selling peaks, the first half of the year is typically a
period in which trading losses are recorded. Nevertheless it is disappointing
to report deterioration from last year's performance at the pre-exceptional
operating level.


During the period the Oliver Group traded from, on average, 271 stores (1999:
278 stores). There were 12 store closures while one new store was added. The
Oliver Group ended the first half with 266 stores (1999: 280) of which 85 were
in the Olivers Timpson 'family' format (1999: 74). By the end of the period,
63 of the store conversions had completed their first year's trading in the
new format at an average sales increase of 21 per cent.


Of the 85 Olivers Timpson 'family' format stores at 29 July 2000, 73 were
conversions of core Oliver Group stores while the remainder represented either
new stores or relocations. The Olivers Timpson conversions in total, including
those in their second and subsequent periods of post conversion trading,
outperformed the unconverted stores by 5 per cent. in terms of like for like
sales growth. Total company like for like sales growth was -2.7 per cent.
(1999: +2.4 per cent.).


Positive sales growth was achieved in sports footwear but sales declines were
reported in most product areas. The trend through the period was however more
encouraging as, after a first quarter in which like for like sales were -6.5
per cent., in the second quarter they were virtually level.


Pre-exceptional gross profit of £0.5 million (1999 restated: £0.8 million)
reflected a reduction in achieved product margins of 0.3 percentage points
offset by a reduction of 1 per cent. in total retail and store costs.
Distribution and administrative costs (excluding exceptional items) were also
down 1 per cent. on last year's levels.


In the first 10 weeks of the second half, which include the 'back to school'
selling period, like for like sales growth has been +0.4 per cent. The peak
demand for school footwear arose later this year as the shorter school summer
break appeared to lead to the deferral of spending on autumn product. Despite
that delay, there have been some signs of recovery in demand for many product
categories and most encouragingly for ladies' boots.


Despite improving trends the outcome for the year, as ever, depends on the
performance over the key Christmas and January 2001 trading period.


D.E. Rogers

Chairman

Consolidated profit and loss account


                                                              Restated Restated
      For the 26 weeks ended 29 July 2000                   for the 26  for the
                                                                             52
                                                           weeks ended    weeks
                                                                          ended
                                 Before                    After     31      29
                                                                   July January
                            exceptional Exceptional  exceptional   1999    2000
                                   item        item         item (note1)   (note
                                                                             1)
                                   £000        £000         £000   £000    £000

Turnover                         33,830          -        33,830  34,473  72,876
Cost of sales
- normal items               (33,315)          -      (33,315) (33,667) (70,163)
- exceptional item (note 2)          -    (8,406)       (8,406)       -       -

                                 ______     ______        ______  ______  ______
                             (33,315)    (8,406)      (41,721) (33,667) (70,163)

                                 ______     ______        ______  ______  ______
Gross profit                       515    (8,406)       (7,891)     806   2,713

Distribution costs              (1,315)          -       (1,315) (1,391) (2,718)
Administrative expenses
- normal items                  (1,184)          -       (1,184) (1,136) (2,391)
- exceptional items                  -          -             -   (148)   (151)

                                 ______     ______        ______  ______  ______
                                (1,184)          -       (1,184) (1,284) (2,542)

                                 _____     ______        ______  ______  ______
Operating loss                  (1,984)    (8,406)      (10,390) (1,869) (2,547)
(Loss)/profit on disposal of     (127)          -         (127)     123    (81)
properties
                                 ______     ______        ______  ______  ______
(Loss) on ordinary activities   (2,111)    (8,406)      (10,517) (1,746) (2,628)
before interest
Net interest payable             (367)          -         (367)   (293)   (620)

                                 ______     ______        ______  ______  ______
(Loss) on ordinary activities   (2,478)    (8,406)      (10,884) (2,039) (3,248)
before tax
Tax on (loss) on ordinary            -          -             -       -       -
activities
                                 ______     ______        ______  ______  ______
Retained (loss) for the         (2,478)    (8,406)      (10,884) (2,039) (3,248)
financial period for equity
shareholders                     ______     ______        ______  ______  ______

Basic (loss) per ordinary share                        (21.52)p (4.03)p (6.42)p
Adjusted (loss) per ordinary                            (4.90)p (3.74)p (6.12)p
share (note 3)

Additional statements


Consolidated historical cost profits and losses

                                                  For the   Restated  Restated
                                                       26        for       for
                                                    weeks     the 26    the 52
                                                    ended      weeks     weeks
                                                  29 July   ended 31  ended 29
                                                     2000       July
                                                                1999   January
                                                                          2000
                                                     £000       £000      £000

Reported (loss) on ordinary activities before   (10,884)  (2,039)    (3,248)
tax
Realisation of property revaluation gains of    -         -          293
previous periods
                                                ______    ______     ______
Historical cost (loss) on ordinary activities   (10,884)  (2,039)    (2,955)
before tax
                                                ______    ______     ______
Historical cost retained (loss)                 (10,884)  (2,039)    (2,955)

                                                ======    ======     ======


Consolidated statement of total recognised gains and losses

                                             For the 26    Restated   Restated
                                                                for        for
                                                  weeks      the 26     the 52
                                                  ended       weeks      weeks
                                                29 July    ended 31   ended 29
                                                   2000        July
                                                               1999    January
                                                                          2000
                                                   £000        £000       £000

(Loss) for the financial period                (10,884)     (2,039)    (3,248)
Prior year adjustment (note 1)                    (955)           -          -

                                                 ______      ______     ______
Total recognised gains and (losses) for the    (11,839)     (2,039)    (3,248)
period
                                                 ______      ______     ______


Reconciliation of movements in Group shareholders' funds

                                              For the 26    Restated   Restated
                                                                 for        for
                                                   weeks      the 26     the 52
                                                   ended       weeks      weeks
                                                 29 July    ended 31   ended 29
                                                    2000        July
                                                                1999    January
                                                                           2000
                                                    £000        £000       £000

(Loss) for the financial period                 (10,884)     (2,039)    (3,248)

                                                  ______      ______     ______
Net (decrease) in shareholders' funds           (10,884)     (2,039)    (3,248)
Shareholders' funds at beginning of the           17,052      20,300     20,300
period (note 1)
                                                  ______      ______     ______
Shareholders' funds at the end of the period       6,168      18,261     17,052

                                                  ======       =====      =====




Consolidated balance sheet
                                                      Restated as   Restated as
                                                               at            at
                                              As at  31 July 1999    29 January
                                            29 July      (note 1) 2000 (note 1)
                                               2000

                                               £000          £000          £000
Fixed assets
Tangible assets                               9,421        19,865        18,466

Current assets
Stocks                                       13,802        14,070        12,052
Debtors                                       6,326         6,637         3,779
Cash at bank and in hand                        259            91           192

                                             ______        ______        ______
                                             20,387        20,798        16,023
Creditors
Amounts falling due within one year          23,170        21,875        17,027

                                             ______        ______        ______

Net current (liabilities)                   (2,783)       (1,077)       (1,004)

                                             ______        ______        ______
Total assets less current liabilities         6,638        18,788        17,462

Creditors
Amounts falling due in more than one            257           205           168
year

Provisions for liabilities and charges          213           322           242

                                             ______        ______        ______
                                              6,168        18,261        17,052

                                              =====         =====         =====
Capital and reserves
Called up share capital                      12,641        12,641        12,641
Share premium account                           994           994           994
Revaluation reserve                           4,852         5,145         4,852
Capital redemption reserve                      125           125           125
Profit and loss account                    (12,444)         (644)       (1,560)

                                             ______        ______        ______
                                              6,168        18,261        17,052

                                              =====         =====        ======




Summary consolidated cash flow statement

                                             For the 26    Restated   Restated
                                                                for        for
                                                  weeks      the 26     the 52
                                                  ended       weeks      weeks
                                                29 July    ended 31   ended 29
                                                   2000        July
                                                               1999    January
                                                                          2000
                                                   £000        £000       £000

Net cash inflow/(outflow) from operating            653       (400)      (637)
activities
Returns on investments and servicing of           (383)       (276)      (549)
finance
Taxation                                              -         (6)        (6)
Capital expenditure                               (329)     (3,209)    (3,261)

                                                 ______      ______     ______
Cash (outflow)before financing                     (59)     (3,891)    (4,453)

Financing                                          (93)       (130)      (246)

                                                 ______      ______     ______
(Decrease) in cash in the period                  (152)     (4,021)    (4,699)

                                                 ======      ======     ======

Reconciliation of operating loss to cash flow from operating activities
                                              For the 26    Restated   Restated
                                                                 for        for
                                                   weeks      the 26     the 52
                                                   ended       weeks      weeks
                                                 29 July    ended 31   ended 29
                                                    2000        July
                                                                1999    January
                                                                           2000
                                                    £000        £000       £000

Operating (loss)                                (10,390)     (1,869)    (2,547)
Exceptional item - provision against fixed         8,406           -          -
assets
                                                  ______      ______     ______
Operating (loss) before exceptional item         (1,984)     (1,869)    (2,547)
Depreciation charge (excluding impairment
provision)                                           989       1,017      2,262
(Profit)/loss on sale of fixed assets               (10)           1        (2)
Movement on provisions                              (29)        (68)      (148)
(Increase) in stocks                             (1,750)     (2,117)       (99)
(Increase) in debtors                            (2,551)     (2,681)      (214)
Increase in creditors                              5,988       5,317        111

                                                  ______      ______     ______
Net cash inflow/(outflow) from operating             653       (400)      (637)
activities
                                                  ======      ======     ======

Notes


        1.     Change of accounting policy


Following the issue of FRS 15 'Tangible fixed assets', which is mandatory for
accounting periods ending on or after 23 March 2000 and UITF Abstract 24 -
'Accounting for start-up costs', which was issued in June 2000 by the Urgent
Issues Task Force, the Oliver Directors have reviewed the accounting treatment
of operating costs incurred whilst branches are closed for refurbishment.


The effect of this change of policy is to charge operating costs that are
attributable to the opening or re-fit of branches against income as they are
incurred. Previously such costs were deferred as a prepayment and charged to
profit over a three-year period starting on the date of commencement of trade.


The implementation of the change has been made by way of a prior year
adjustment, which will be included in the financial statements to 27 January
2001. Accordingly it is included within the interim statement covering the
first 26 weeks of that accounting period.


The impact of the change in accounting policy has had the following impact on
the profit and loss account:

                                               26 weeks    Restated   Restated
                                                                for        for
                                                  ended      the 26     the 52
                                                              weeks      weeks
                                                29 July    ended 31   ended 29
                                                   2000        July
                                                               1999    January
                                                                          2000
                                                   £000        £000       £000

Increase in cost of sales                           236         298        111
(Decrease)/increase in distribution costs          (27)         171        203
Decrease in property costs                            -         (8)        (8)

                                                 ______      ______     ______
                                                    209         461        306

                                                 ======      ======     ======
The effect of the prior year adjustment on
reserves is as follows:
Adjustment to prepayments calculated at
30 January 1999                                                 649        649
Charge to the profit and loss account in the                    461        306
period
                                                             ______     ______
Adjustment at 31 July 1999/29 January 2000                    1,110        955

                                                             ======     ======




The prepayment for pre-opening costs has been adjusted in the Group balance
sheet as follows:


                                  As previously
                                         stated     Adjustment      As restated

At 31 July 1999                            £000           £000             £000
Debtors                                   7,747        (1,110)            6,637
Profit and loss account                     466        (1,110)            (644)
Equity shareholders' funds               19,371        (1,110)           18,261

At 29 January 2000
Debtors                                   4,734          (955)            3,779
Profit and loss account                   (605)          (955)          (1,560)
Equity shareholders' funds               18,007          (955)           17,052



        2.     Cost of sales - exceptional item

        The Oliver Directors have reviewed the carrying value of fixed assets
        in accordance with FRS 11 'Impairment of Fixed Assets and Goodwill'
        taking full account of the Offer as announced on 25 October 2000. This
        review indicated that it would be appropriate to adjust the carrying
        value of fixed assets. Accordingly a provision of £8,406,000 was made
        in the period to adjust these assets to their estimated recoverable
        amount.


        3.     Loss per share

             Basic loss per share

             The loss per share has been calculated using the loss for the
        financial period and the number of ordinary shares in issue throughout
        the period which was 50,564,772 (26 weeks ended 31 July 1999 and 52
        weeks ended 29 January 2000: 50,564,772).


             Adjusted loss per share

             An adjusted loss per share has been calculated in addition to the
        basic loss per share as required by FRS 14 'Earnings per share' and is
        based on the loss excluding the effect of the exceptional items. It
        has been calculated to allow shareholders to gain a clearer
        understanding of the trading performance of the Oliver Group.


             Details of the adjusted earnings per share for the 26 weeks ended
        29 July 2000 are set out below:


                                 For the 26       Restated for     Restated for
                                weeks ended       the 26 weeks     the 52 weeks
                               29 July 2000      ended 31 July         ended 29
                                                          1999     January 2000

Basic earnings per share           (21.52)p            (4.03)p          (6.42)p
Exceptional items                    16.62p              0.29p            0.30p

                                     ______             ______           ______

Adjusted earnings per share         (4.90)p            (3.74)p          (6.12)p

                                      =====             ======           ======


        4.     The accounts for the 26 weeks ended 29 July 2000 have not been
        audited, nor have the accounts for the equivalent comparative period
        in 1999. The information for the 52 weeks ended 29 January 2000
        comprises figures extracted from the published accounts as restated
        for the prior year adjustment detailed in note 1. The accounts for the
        52 weeks ended 29 January 2000 have been filed with the Registrar of
        Companies and contain an unqualified audit report.


        The figures for the comparative periods to 31 July 1999 and 29 January
        2000 have been restated to reflect the change in accounting policy
        adopted in the financial statements for the current period ending 27
        January 2001.


        5.     These accounts comply with relevant accounting standards and
        have been prepared using accounting policies set out in the 1999/2000
        report and accounts, with the exception of the change in accounting
        policy explained in note 1.


        6.     This statement has been sent to shareholders and further copies
        are available from the Registered Office of the Company.


             The Oliver Group Plc

             Murrayfield Road

             Braunstone

             Leicester LE3 1DZ


             Tel: 0116 222 3000

             Facsimile: 0116 222 3001

Independent review report by KPMG Audit Plc to The Oliver Group Plc ('Oliver')


Introduction


We have been instructed by Oliver to review the financial information set out
on pages 9 to 14 and we have read the other information contained in the
interim report and considered whether it contains any apparent misstatements
or material inconsistencies with the financial information.


Directors' responsibilities


The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the Oliver Directors. The
listing rules of the Financial Services Authority require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where
they are to be changed in the next annual accounts in which case any changes,
and the reasons for them, are to be disclosed.


Review work performed


We conducted our review in accordance with guidance contained in Bulletin 1999
/4: Review of interim financial information issued by the Auditing Practices
Board. A review consists principally of making enquiries of the Oliver Group's
management and applying analytical procedures to the financial information and
underlying financial data, and based thereon, assessing whether the accounting
policies and presentation have been consistently applied unless otherwise
disclosed. A review is substantially less in scope than an audit performed in
accordance with Auditing Standards and therefore provides a lower level of
assurance than an audit. Accordingly we do not express an audit opinion on the
financial information.


Review conclusion


On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the 26 weeks
ended 29 July 2000.


KPMG Audit Plc

1 Waterloo Way

Leicester

LE1 6LP


25 October 2000 '


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