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Warburg (S.G.) Group (WSGC)

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Tuesday 29 April, 2003

Warburg (S.G.) Group

Final Results

Warburg (S.G.) Group PLC
29 April 2003


S.G. WARBURG GROUP plc

Preliminary Statement

For the year ended 31 December 2002

Please find enclosed the text of the Annual
Financial Statement of SG Warburg Group plc
for the year ended 31 December 2002, which
has been approved by the board on 29 April
2003.


29 April 2003


S.G. Warburg Group plc

Preliminary statement

For the year ended 31 December 2002


The Group, comprising the Company and its subsidiaries, carries on investment
activities, including the provision of finance to a number of companies within
the UBS AG Group.

The profit for the group for the year, after taxation, amounted to £21.0m (2001
- £44.9m) The directors consider the state of the company's affairs to be
satisfactory.

Dividends on the 7 5/8 per cent Cumulative Preference Shares amounted to £0.8m
net of tax credit (2001 - £0.8m). The dividends on Ordinary Shares of the
Company for the year ended 31 December 2002 amounted to £423.9m (31 December
2001 - £nil).


Independent Review Report to S.G. Warburg Group plc


Dear Sirs


In accordance with the terms of our engagement letter dated 31 December 2001, we
have reviewed the attached proposed preliminary announcement of S.G. Warburg
Group plc for the year ended 31 December 2002. Our work was conducted having
regard to Bulletin 1998/7 'The auditors' association with preliminary
announcements' issued by the Audit Practices Board for use in the United
Kingdom. As directors you are responsible for preparing and issuing the
preliminary announcement.

Our responsibility is solely to give our agreement to the preliminary
announcement having carried out the procedures specified in the Bulletin as
providing a basis for such agreement. In this regard we agree to the preliminary
announcement being notified to the Company Announcements Office of the London
Stock Exchange.

As you are aware we are not in a position to sign our report on the annual
financial statements as they have not yet been approved by the directors and we
have not yet completed the following significant procedures:

- audit of complete financial statements including all relevant notes; 
- review of directors' report; 
- completing the subsequent events review; and 
- obtaining final representations from directors

Consequently there can be no absolute certainty that we will be in a position to
issue an unmodified audit opinion on financial statements consistent with the
results and financial position reported in the preliminary announcement.
However, at the present time, we are not aware of any matters that may give rise
to a modification to our report. In the event that such matters do come to our
attention we will inform you immediately.

Yours faithfully
Peter Hickman


for and on behalf of Ernst & Young LLP
Ernst & Young LLP


29 April 2003


SG Warburg Group plc and Subsidiaries

Consolidated Profit and Loss Account for the year ended 31 December 2002
                                                                                                Year                Year
                                                                                               ended               ended
                                                                                         31 December         31 December
                                                                                                2002                2001
                                                                                         (unaudited)           (audited)
                                                                                                  £m                  £m
Interest receivable                                                                             48.9                72.1
Interest payable and similar charges                                                          (11.7)              (12.1)
Other operating income                                                                           0.3                 0.7
Depreciation and amortisation                                                                      -               (0.1)
Administrative expenses                                                                        (2.5)               (2.1)
Profit on ordinary activities before taxation                                                   35.0                58.5
Taxation                                                                                      (13.5)               (1.0)
Profit after taxation                                                                           21.5                57.5
Minority interests - equity                                                                    (0.5)              (12.6)
Profit after taxation and minority interests                                                    21.0                44.9
Dividends on Preference Shares                                                                 (0.8)               (0.8)
Dividends on Ordinary Shares                                                                 (423.9)                   -
Transfer to reserves                                                                         (403.7)                44.1
Earnings per Ordinary Share (basic and diluted)                                                8.59p              19.04p
The above consolidated profit and loss account is non-statutory.


Approved by the Board on 29 April 2003


J Ozanne, Director


S Ryan, Director



S.G. Warburg Group plc

Consolidated Balance Sheet as at 31 December 2002
                                                                                Year                 Year
                                                                               ended                ended
                                                                         31 December          31 December
                                                                                2002                 2001
                                                                         (unaudited)            (audited)
                                                                                  £m                   £m
Fixed Assets
Tangible Assets                                                                    -                  0.1
Investments                                                                      9.1                  9.7
                                                                                 9.1                  9.8
Current Assets
Cash at bank and in hand                                                         3.5                 13.8
Current asset investments                                                        1.4                  1.2
Debtors                                                                      1,684.4              1,624.9
                                                                             1,689.3              1,639.9
Creditors
Amounts falling due within one year                                          (557.3)               (97.6)
NET CURRENT ASSETS                                                           1,132.0              1,542.3
TOTAL ASSETS LESS CURRENT LIABILITIES                                        1,141.1              1,552.1
Creditors
Amounts falling due after more than one year                                 (113.0)              (113.0)
                                                                             1,028.1              1,439.1
Capital and Reserves
Share Capital                                                                   69.6                 69.6
Share Premium Account                                                          291.1                291.1
Capital Redemption Reserve                                                      64.9                 64.9
Other Reserves                                                                  84.9                 84.9
Profit and Loss Account                                                        293.2                696.9
SHAREHOLDER FUNDS                                                              803.7              1,207.4
Minority Interests                                                             224.4                231.7
Total capital resources                                                      1,028.1              1,439.1
Analysis of shareholder funds
Equity Interests                                                               792.8              1,196.5
Non- Equity Interests                                                           10.9                 10.9
                                                                               803.7              1,207.4


S.G. Warburg Group plc

Consolidated cash flow statement for the year ended 31 December 2002
                                                                                            Year                 Year
                                                                                           ended                ended
                                                                                     31 December          31 December
                                                                                            2002                 2001
                                                                                     (unaudited)            (audited)
                                                                                              £m                   £m
Net cash outflow from operating activities (Note 1)                                        (9.6)                (1.1)
Returns on investments and servicing of finance:
Preference dividend paid                                                                   (0.8)                (0.8)
Conversion of deferred shares                                                                  -                 12.9
Capital expenditure and financial investment:
Capital expenditure                                                                            -                (0.1)
Tax recovered                                                                                0.1                  0.2
(Decrease) / increase in cash                                                             (10.3)                 11.1


Reconciliation of net cash flow to movement in net cash
                                                                                            Year                 Year
                                                                                           ended                ended
                                                                                     31 December          31 December
                                                                                            2002                 2001
                                                                                              £m                   £m
(Decrease) / increase in cash                                                             (10.3)                 11.1
Opening Net Cash                                                                            13.8                  2.7
Closing Net Cash                                                                             3.5                 13.8



S.G. Warburg Group plc

Notes to the cashflow statement

Note 1 Reconciliation of profit before tax to net cash outflow from operating activites

                                                                                 Year                 Year
                                                                                ended                ended
                                                                          31 December          31 December
                                                                                 2002                 2001
                                                                          (unaudited)            (audited)
                                                                                   £m                   £m
Profit before tax                                                                35.0                 58.5
Depreciation                                                                        -                  0.1
Revaluation of investments                                                        0.4                (0.1)
Increase in debtors                                                            (59.4)               (44.6)
Increase / (decrease) in creditors                                               14.4               (15.0)
Net cash outflow from operating activities                                      (9.6)                (1.1)



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