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Woodspeen Training Plc (WSTP)

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Tuesday 01 December, 2009

Woodspeen Training Plc

Interim results


1 December 2009

WOODSPEEN TRAINING PLC - TICKER WSTP

WOODSPEEN TRAINING PLC ("Woodspeen" or "the Company")

Unaudited Interim Statement - Six Months 30 September 2009

Chairman's Statement

Report on the interim results for the Company for the six month period to 30
September 2009. I am disappointed to tell you that these results have been
badly affected by a loss incurred by Futures Training Centres (Futures). I have
every confidence, however, that as a result of actions we have taken, outlined
below, this loss will be eliminated in the next few months. Futures is now
trading profitably.

The Group made an operating profit before interest and tax of £111,354 for the
six months to 30 September 2009 compared to £14,032 for the six months to 30
September 2008. This profit is made up as follows:

                                                       30          30         
                                                       September   September  
                                                       2009        2008       
                                                      (6 months)  (6 months) 
                                                            £           £          
                                                                              
Futures Training Centres (1)                           (22,079)    93,562     
A&R Training Services (2)                              280,765          -          
                                                      --------   --------                        
                                                       258,686     93,562                        
Woodspeen Training - Central costs                     (75,453)   (59,160)   
                                                      --------   --------                        
Operating profit before intangibles amortisation       183,233     34,402          
Intangibles amortisation - customer contracts          (71,879)   (20,370)   
                                                      --------   --------                     
Operating profit                                       111,354     14,032     
                                                      ========   ========                        
(1) acquired 8 May 2008, profit for period 9 May - 30 September 2008          
                                                                              
(2) acquired 6 May 2009, profit for period 7 May - 30 September 2009                               

Futures core business of delivering "Learndirect" programmes remains
profitable. However, Futures made a significant loss on its "Train to Gain"
contract. In my last report I mentioned that there was a national funding
problem with this programme which was beginning to affect us. Against our
expectations our funding was further reduced. Unfortunately we had been
investing heavily in increasing our capacity to deliver NVQs under this
programme and, as a result, we were overstaffed. We have now reduced our
headcount to a level in line with the business that we do have.

One of our objectives this year has been to diversify the training programmes
that Futures provides so that it becomes less dependent on its Learndirect and
Train to Gain programmes. As a result of the increase in unemployment the
Government is initiating new programmes to help the unemployed. Futures is,
therefore, looking for new business in this area. A start has been made with
the award of two small contracts in the South under the "Next Step" funding
stream and, in the East Midlands, a small contract has been awarded under the
"Flexible New Deal" provision. Further contracts are being bid for.

A & R Training Services Ltd (A & R) which we acquired on 6 May 2009 is
performing ahead of our expectations. A & R specialises in pre-apprenticeship
and apprenticeship training for school leavers in the childcare and social
healthcare sectors. It operates these programmes in all four of its centres in
West Yorkshire. A & R also runs "New Deal" programmes for the unemployed in two
of its centres. All these programmes are priority areas for both major
political parties and, therefore, should not be affected very much by any
change in funding plans.

On the corporate front we have recently completed centralising the accounting
function throughout the Group. This centralisation will improve the financial
and cash controls we have over our existing companies. It also provides us with
a platform to add new companies as we make further acquisitions.

We continue to investigate potential acquisitions. Clearly we are concentrating
on looking at businesses that run programmes where we believe that government
funding, under either of the two major political parties, will be secure.

As a result of the action we have taken at Futures and the progress that A & R
is making I am confident that trading over the next six months will be
considerably better.

Charles Prior

Chairman
30 November 2009

Unaudited Group income statement
period to 30 September 2009
                                  Notes    30            30            31         
                                           September     September     March      
                                           2009          2008          2009       
                                          (6 months)    (6 months)    (16 months)        
                                                  £             £              £          
                                                                              
Revenue                                    2,148,844      760,370     1,966,862  
Cost of sales                             (1,468,054)    (492,641)   (1,112,843)
                                          ----------   ----------    ----------                              
Gross profit                                 680,790      267,729       854,019              
Administrative expenses                     (569,436)    (253,697)     (868,673)  
                                          ----------   ----------    ----------                                    
Group operating profit/(loss)                111,354       14,032       (14,654)   
                                                                              
Analysed as:                                                                                                      
Operating profit excluding                   111,354       14,032        32,101     
exceptional item                                                                                                
Exceptional item                                   -            -       (46,755)   
                                          ----------   ----------    ----------                              
                                             111,354       14,032       (14,654)   
                                          ----------   ----------    ----------                                    
Finance revenue                                   56       41,172        69,595     
Finance costs                                (10,255)      (4,409)       (6,377)    
                                          ----------   ----------    ----------                                    
Net finance revenue                          (10,199)      36,763        27,401     
                                          ----------   ----------    ----------                                    
Profit before taxation                       101,155       50,795        48,564             
Tax expense                                  (28,431)     (17,630)      (37,780)   
                                          ----------   ----------    ----------                                    
Profit for the period                         72,724       33,165        10,784     
                                          ==========   ==========    ==========                                    
Earnings per share attributable                                               
to the equity holders of the                                                  
Parent during the period                                                                                             
  Basic and Diluted               3            0.39p        0.35p         0.14p      

The directors do not recommend the payment of a dividend for the period.

Turnover and profit all derive from continuing operations.

Statement of recognised income and expense for the period ended 30 September 
2009

There is no difference between the profit for the period shown and the total
recognised income and expense for the period. Reconciliation of movements in
total equity are given in note 9 to the consolidated interim financial
statements.

Unaudited Group balance sheet
As at 30 September 2009

                             Note           30          30         31         
                                            September   September  March      
                                            2009        2008       2009                             
                                                  £          £          £                                 
Assets                                                                         
Non-current assets                                                             
Property, plant and          4              124,328     49,644     56,903     
equipment                                                                      
Intangible assets            5            3,915,133  1,127,608  1,103,164                                  
Deferred tax assets                               -     16,629          -          
                                          ---------  ---------  ---------                                 
                                          4,039,461  1,193,881  1,160,067  
                                          ---------  ---------  ---------                                     
Current assets                                                                        
Trade and other receivables                 737,347    223,506    304,502    
Cash and short term deposits                720,967  1,960,325  1,931,963  
                                          ---------  ---------  ---------                                   
                                          1,458,314  2,183,831  2,236,465  
                                          ---------  ---------  ---------                                     
Total assets                              5,497,775  3,377,712  3,396,532  
                                          ---------  ---------  ---------                                 
Liabilities                                                                               
Current liabilities                                                            
Trade and other payables                    279,268    101,813    181,745    
Current tax liabilities                     322,655          -     11,554     
Financial liabilities        7              100,000     97,675          -          
                                          ---------  ---------  ---------                                 
                                            701,923    199,488    318,042    
                                          ---------  ---------  ---------                                 
Non-current liabilities                                                              
Financial liabilities        7              300,000          -          -          
Deferred tax liabilities                    113,258     31,778     22,257     
                                          ---------  ---------  ---------                                 
                                            413,258     31,778     22,257     
                                          ---------  ---------  ---------                                 
Total liabilities                         1,115,181    231,266    215,556    
                                          ---------  ---------  ---------                                 
NET ASSETS                                4,382,594  3,146,446  3,180,976  
                                          =========  =========  =========                                 
Equity                                                                         
                                                                               
Capital and reserves                                                           
attributable to equity                                                         
holders of the Company                                                                        
Issued share capital         8,9          2,052,000    976,000    976,000    
Share premium reserve        9            1,907,822  1,854,928  1,854,928
Merger reserves              9              336,000    336,000    336,000      
Other reserves               9                    -      3,264          -         
Retained earnings            9               86,772     23,009     14,048     
                                          ---------  ---------  ---------                                    
TOTAL EQUITY                              4,382,594  3,146,446  3,180,976  
                                          =========  =========  ========= 
The financial statements were approved and authorised for issue by the Board of
Directors on 30 November 2009 and were signed on its behalf by:

Charles C L Prior
Chairman

Unaudited Group cash flow statement
                                            30          30          31         
                                            September   September   March      
                                            2009        2008        2009       
                                           (6 months)  (10 months) (16 months)                
                                                   £            £           £                                     
Cash flows from operating activities                                                                             
Profit before taxation                       101,155       31,277      48,564                        
Adjustments for:                                                               
Depreciation of property, plant               10,929        5,768      14,608     
and equipment                                                                  
Amortisation of intangibles - customer        71,879       20,370      44,814     
contracts                                                                      
Amortisation of intangibles - software           180            -           -                                         
Finance income                                   (56)     (51,515)    (69,595)   
Finance costs                                 10,255       13,771       6,377      
Decrease/(Increase) trade and other           95,452       11,689     (65,632)   
receivables                                                                    
Increase/(Decrease) trade and other          (89,519)     (27,962)     44,994     
payables                                                                       
                                           ---------    ---------   ---------                             
Cash generated by operations                 200,275        3,398      24,130   
Income taxes paid                                  -      (27,408)    (27,408)
                                           ---------    ---------   ---------   
Cash flows from operating                    200,275      (24,010)     (3,278)    
activities                                 ---------    ---------   ---------                                   
Cash flows from investing activities                                                     
Acquisitions -  Consideration             (2,850,202)    (650,000)   (641,487)
Acquisitions - Cash acquired                 352,717       41,254      41,254                                           
Acquisitions - Expenses                      (33,787)    (153,952)   (153,952)  
Purchase of plant and equipment               (6,931)      (3,218)    (19,317)   
Purchase of software                          (1,495)           -           -                       
Interest received                                 56       48,215      69,595     
                                           ---------    ---------   ---------                                    
Net cash used in investing activities     (2,539,642)    (717,701)   (713,907)  
                                           ---------    ---------   ---------                                         
Cash flows from financing activities                                                                              
Proceeds from issue of shares              1,196,000    2,834,000   2,834,000                                    
Expenses in connection with share issues     (67,106)    (129,827)    (83,072)   
Interest paid                                   (523)      (2,137)     (1,780)    
                                           ---------    ---------   ---------                                    
Net cash generated by financing activities 1,128,371    2,702,036   2,649,148  
                                           ---------    ---------   ---------                                    
(Decrease)/Increase in cash and           (1,210,996)   1,960,325   1,931,963
cash equivalents                
Cash and cash equivalents at start of      1,931,963            -           -          
period                                                                         
                                           ---------   ---------   ---------                                   
Cash and cash equivalents at end of period   720,967   1,960,325   1,931,963  
                                           =========   =========   ========= 

Notes to unaudited Group financial statements

1 Accounting policies

 a. General information
   
The interim report was approved by the Board on 30 November 2009.

The consolidated interim financial information is unaudited and does not
constitute statutory accounts within the meaning of section 434 of the
Companies Act 2006.

The interim financial information has not been reviewed or audited.

 b. Basis of preparation
   
The interim financial information has been prepared in accordance with the
reporting requirements of Plus Markets.

The interim report should be read in conjunction with the annual financial
statements for the period ended 31 March 2009, which have been prepared in
accordance with International Financial Reporting Standards (IFRSs) and IFRIC
interpretations endorsed by the European Union (EU) and with those parts of the
Companies Act 2006 applicable to groups preparing their accounts under IFRS.

The figures for the period ended 31 March 2009 were derived from the statutory
accounts for that period. The statutory accounts for the period ended 31 March
2009 were approved by the board of Directors on 22 June 2009 and delivered to
the Registrar of Companies. The report of the auditors on those accounts was
unqualified, did not contain an emphasis of matter paragraph and did not
contain statements under Section 27(2) or (3) of the Companies Act 1985.

Except as described below, the accounting policies applied are consistent with
those of the annual financial statements for the period ended 31 March 2009, as
described in those annual financial statements.

Taxes on income in interim periods are accrued using the expected annual
effective tax rate that would be applicable to expected total annual earnings.

The preparation of financial statements requires management to make judgments,
estimates and assumptions that affect the amounts reported for revenues,
expenses, assets, liabilities and disclosures of contingent liabilities at the
date of the financial statements. However, the nature of estimation means that
actual outcomes could differ from those estimates.

The key sources of estimation uncertainty that have a significant risk of
causing material adjustment to the carrying amounts of assets and liabilities
in the next financial year are as follows:

  * The measurement and impairment of goodwill, an intangible asset with an
    indefinite life. The Group determines whether goodwill is impaired on an
    annual basis requiring an estimation of the value in use of the cash
    generating unit to which goodwill is allocated. This involves estimation of
    future cash flows and choosing a suitable discount rate.
   
  * The determination of the fair value of intangible assets on acquisition and
    their useful lives.
   
2 Restatement of comparatives 30 September 2008

The comparative figures for the six months to 30 September 2008 and as at 30
September 2008 have been restated from those published in the unaudited interim
statement for the period ended 30 September 2008.

(a) Group income statement

Finance costs have been reduced by £9,362 as no charge is required on the
unwinding the discount on contingent consideration as the estimated amount
payable has been reduced to £nil.

The restatement has no impact on the tax charge for the period.

(b) Group balance sheet

The share premium account has been increased by £46,755 as IAS 32 requires that
flotation costs are treated as a revenue item rather than being set off against
share premium. The £46,755 was treated as an exceptional revenue item in the
audited financial statements for the period ended 31 March 2009 but set off
against share premium in the 30 September 2008 interims.

Contingent consideration for the acquisition of Futures Training Centres has
been reduced to £nil from £924,026 reducing intangible assets by £855,125 and
deferred tax assets by £68,901. Current liabilities have been reduced by £
118,554, non-current liabilities by £262,139; shares to be issued by £106,288;
merger reserve by £446,407 and retained profits (see above) increased by £
9,362.

3 Earnings per share

(a) Basic and diluted earnings per share

The calculation of basic earnings per share is based on the earnings
attributable to ordinary shareholders divided by the weighted number of shares
in issue during the period.

To understand the underlying trading performance, the directors feel it
appropriate to disclose earnings per share before and after adjusting for the
amortisation of intangible assets acquired on acquisition of subsidiaries and
the exceptional item relating to flotation costs. The calculation of adjusted
earnings per share is set out below:

                                          6 months     6 months   16 months
                                             ended        ended       ended
                                      30 September 30 September    31 March
                                              2009         2008        2008    
                                                 £           £           £          
                                                                           
Earnings attributable to ordinary           72,724      33,165      10,784     
shareholders                                                               
Amortisation acquired intangible assets     51,933      14,815      32,593     
(net of tax)                                                               
Flotation costs                                  -           -      46,755     
                                          --------    --------    --------                                 
Adjusted profit on ordinary activities     124,657      47,980      90,132     
after tax                                 ========    ========    ========                         
                                                                           
Weighted average number of shares -     18,576,522   9,591,694   7,805,706  
basic 
                                                                                                            
Basic earnings per share (pence)              0.39        0.35        0.14            
Amortisation charge on acquired               0.28        0.15        0.41       
intangible assets (pence)                                                  
Flotation costs (pence)                          -           -        0.60       
                                          --------    --------    --------                         
Adjusted basic earnings per share             0.67        0.50        1.15       
(pence)                                   ========    ========    ========                         

Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding assuming conversion of all dilutive
potential Ordinary Shares of which there are none.

(b) Potential ordinary share transactions

The deferred contingent consideration in respect of the acquisition of Futures
Training Centres Limited provides for up to 750,375 ordinary shares to be
issued in June 2010. Based on forecast profit for the year to 31 March 2010, no
ordinary shares will be issued or contingent consideration paid.

Account would not be taken of any shares potentially issuable in settlement of
deferred contingent consideration for Futures Training Centres Limited as the
conditions for issue have not yet been achieved.

There were no potential dilutive shares at 30 September 2009 so diluted
earnings per share is the same as basic earnings per share.

4 Property, plant and equipment

                                   Leasehold Fixtures   Equipment   Total  
                                Improvements                               
                                           £         £         £        £                                    
Cost                                                                                                         
On incorporation                           -         -         -        -         
Additions                                  -       968     2,250    3,218     
Acquired through business                  -    14,120    38,074   52,194    
combinations                                                               
                                    --------  --------  --------  --------                                      
At 30 September 2008                       -    15,088    40,324    55,412                                             
Additions                             11,959     2,136     2,004    16,099    
                                    --------  --------  --------  --------     
At 31 March 2009                      11,959    17,224    42,328    71,511                            
Additions                                  -     2,904     4,027     6,931     
Acquired through business                  -    24,928    46,495    71,423    
combinations                        --------  --------  --------  --------                                              
At 30 September 2009                  11,959    45,056    92,850   149,865   
                                    ========  ========  ========  ========  
Depreciation                                                               
On incorporation                           -         -         -         
Charge for the period                      -     1,291     4,477     5,768     
                                    --------  --------  --------  --------                                 
At 30 September 2008                       -     1,291     4,477     5,768      
Charge for the period                    747     1,951     6,142     8,840     
                                    --------  --------  --------  --------                                 
At 31 March 2009                         747     3,242    10,619    14,608    
Charge for the period                    748     3,128     7,053    10,929    
                                    --------  --------  --------  --------                                
At 30 September 2009                   1,495     6,370    17,672    25,537    
                                    ========  ========  ========  ========                                 
Net book value                                                                                                    
At 30 September 2009                  10,464    38,686    75,178   124,328                                          
At 31 March 2009                      11,212    13,982    31,709    56,903                                          
At 30 September 2008                       -    13,797    35,847    49,644    

5 Intangible assets

                                  Software   Goodwill   Customer    Total  
                                                       Contracts                      
                                         £          £         £         £                                               
Cost                                                           
On incorporation                         -          -         -          -                      
Acquired through business                -  1,893,103   110,000  2,003,103
combinations                                                               
                                 ---------  ---------  --------  ---------                                        
At 30 September 2008 (as                 -  1,893,103   110,000  2,003,103
originally reported)                                                                   
Restatement amount acquired (see         -   (855,125)        -   (855,125)
Note 2)                                                                    
                                 ---------  ---------  --------  ---------                                    
At 30 September 2008 (restated) and      -  1,037,978   110,000  1,147,978
31 March 2009                                                                        
Acquisitions                         1,495          -         -      1,495                 
Acquired through business                -  2,512,533   370,000  2,882,533
combinations                                                               
                                 ---------  ---------  --------  ---------                                    
At 30 September 2009                 1,495  3,550,511   480,000  4,032,006
                                 =========  =========  ========  =========                                    
Depreciation                                                                
On incorporation                         -          -         -          -        
Charge for the period                    -          -    20,370     20,370   
                                 ---------  ---------  --------  ---------           
At 30 September 2008                     -          -    20,370     20,370    
Charge for the period                    -          -    24,444     24,444   
                                 ---------  ---------  --------  ---------                                          
At 31 March 2009                         -          -    44,814     44,814    
Charge for the period                  180          -    71,879     72,059   
                                 ---------  ---------  --------  ---------                                          
At 30 September 2009                   180          -    16,693    116,873  
                                 =========  =========  ========  =========                                          
Net book value                                                              
At 30 September 2009                 1,315  3,550,511   363,307  3,915,133
At 31 March 2009                         -  1,037,978    65,186  1,103,164
At 30 September 2008 (as restated)       -  1,037,978    89,630  1,127,608                                         

6 Acquisitions

On 6 May 2009 the group acquired 100% of the issued share capital of A&R
Training Services Limited which provides government sponsored training
programmes directed at school leavers and the long term unemployed in the UK.
The acquisition was satisfied by way of issue of share capital, convertible
loan notes and cash consideration. The transaction has been accounted for by
the purchase method of accounting.

A&R Training Services Limited's profit after tax for the period 6 May to 30
September 2009 was £202,150.

Fair Values

The book and provisional fair values of the assets and liabilities acquired
were as follows:

                                               Book     Fair value    Fair   
                                               value   adjustments   value    
                                                   £          £          £                                    
Intangible assets                                  -    370,000    370,000  
Tangible assets                              136,261    (64,838)    71,423   
Trade and other receivables                  528,529          -    528,529  
Bank balances and cash                       352,717          -    352,717  
Trade and other payables                    (171,492)    (6,050)  (177,542)
Current tax liabilities                     (264,689)     1,618   (263,071)
Deferred tax liabilities                     (25,218)   (85,382)  (110,600)
                                           ---------  ---------  ---------                           
                                             556,108    215,348    771,456               
Goodwill                                                         2,512,533
                                                                 ---------           
                                                                 3,283,989
                                                                 =========            
Satisfied by:                                                                   
Cash                                                             2,850,202
Convertible loan notes                                             400,000  
Acquisition costs                                                   33,787   
                                                                 ---------         
                                                                 3,283,989
                                                                 =========   
The outflow of cash resulting from the acquisition is as follows:
                                                                  £         
Cash                                                              2,850,202 
Acquisition costs                                                    33,787            
Cash and cash equivalents acquired                                 (352,717)                                           
                                                                  ---------          
                                                                  2,531,272 
                                                                  =========
Due to the proximity of the acquisition to the period end, the fair value
adjustments contain provisional amounts which will be finalised by the year
end. This includes the valuation of intangible assets and related deferred tax
effect.

The intangible assets identified on the acquisition of A&R Training Services
Centres Limited represent the Directors' estimate of the fair value of customer
contracts at acquisition. Residual goodwill represents items that cannot be
individually separated and measured due to their natures. This includes the
value associated with A&R training Services' workforce and delivery model,
systems and processes.

7 Financial liabilities

                                            30 Sept    30 Sept    31 March 
                                               2009       2008       2009               
                                                  £          £          £                                   
Current                                                                    
Convertible Loan Note                       100,000          -          -        
Non-Current                                                               
Convertible Loan Note                       300,000          -          -        
                                           --------   --------   --------                                
                                            400,000          -          -        
                                           ========   ========   ======== 
£400,000 (nominal value) of Convertible Loan Notes were issued as part of the
consideration for A&R Training Services Limited. The Convertible Loan Notes are
unsecured, bear interest at 6% per annum and are redeemable in four semi-annual
payments of £100,000 commencing on 31 January 2010. Should Woodspeen fail to
make a redemption payment by the due date, the Loan Note holders may either
grant an extension of time for payment or convert the Loan Notes being redeemed
into Ordinary Shares. The conversion price is the higher of: i) the mid-market
price per Ordinary Share on the date of conversion; or ii) 30 pence per
Ordinary Share. Interest will be paid on each redemption date.
8 Share capital
                                                           Number          £                                            
Authorised                                                                  
Ordinary shares to 10p each                           100,000,000 10,000,000
                                                      =========== ==========                      
Allotted, called up and fully paid                                          
Ordinary shares of 10p each                                                 
Issued on incorporation                                         2          -         
Allotment of shares 26 November 2007                      499,998     50,000                                           
Allotment of shares 30 January 2008                     3,250,000    325,000 
Placing of shares 17 March 2008                         5,000,000    500,000     
Placing of shares 31 March 2008                           160,000     16,000    
Placing of shares 25 April 2008                            50,000      5,000     
Allotted on 8 May 2008 on acquisition of                                                  
Futures Training Centres Limited                          800,000     80,000    
                                                      ----------- ----------                   
At 30 September 2008 & 31 March 2009                    9,760,000    976,000     
Placing of shares 16 April 2009                         1,000,000    100,000              
Placing of shares 5 May 2009                            9,760,000    976,000   
                                                      ----------- ----------                     
At 30 September 2009                                   20,520,000  2,052,000 
                                                      =========== ==========                      
Deferred shares - to be issued                                              
Ordinary shares of 10p each                                                 
Issuable as contingent consideration for                                                      
acquisition Futures Training centres Limited            1,062,875    106,288   
                                                       ---------- ----------                    
As at 30 September 2008 (as reported)                   1,062,875    106,288     
Restatement number issuable (see Note 2)               (1,062,875)  (106,288)                                     
                                                       ----------  ---------                    
As at 30 September 2008 (restated), 31 March 2009 and          -           -         
30 September 2009                                      ==========  =========                   

9 Reconciliation of movements in equity

                   Issued   Share     Merger   Other    Retained Total        
                   and      premium   reserve  reserves earnings share-holders
                   issuable account                              equity       
                   share                                                      
                   capital                                                                                         
                         £        £         £        £        £        £            
                                                                              
At 31 March 2008    896,000 1,854,928         -         -  (56,911)  2,694,017    
Changes in equity for the six month period ended 30 September 2008            
Profit for the            -         -         -         -    23,803     23,803       
period                                                                       
Restatement (see          -         -         -         -     9,362      9,362        
Note 2)                                                                      
                  --------- --------- --------- --------- ---------  ---------
Total recognised          -         -         -         -    33,165    33,165       
income/ expense                                                               
for the period                                                                
Allotted on          80,000         -   336,000         -         -    416,000      
acquisition of                                                                
Futures Training                                                              
Centres                                                                      
Convertible loan          -         -         -     4,597         -      4,597        
note - equity                                                                
component                                                                      
Deferred tax on           -         -         -    (1,333)        -     (1,333)      
equity component                                                              
                  --------- --------- --------- --------- ---------  ---------   
At 30 September     976,000 1,854,928   336,000     3,264   (23,746) 3,146,446    
2008                               
                                                                              
At 31 March 2009    976,000 1,854,928   336,000         -    14,048  3,180,676              
Changes in equity for the six month period ended 30 September 2009            
Profit for the            -         -         -         -    72,724     72,724       
period                                                                       
                  --------- --------- --------- --------- --------  ----------                                  
Total recognised          -         -         -         -   72,724      72,724       
income/ expense                                                               
for the period                                                                         
Placing of shares 1,076,000   120,000         -         -        -   1,276,000    
in period                                                                     
Expenses of share         -   (67,106)        -         -        -     (67,106)     
issues                                                                        
                  --------- --------- --------- --------- --------  -----------                                               
At 30 September    2,052,000 1,907,822 336,000          -   86,772    4,382,594    
2009              ========== ========= ======== ========= ========  ===========                                         


The Interim Statement will be posted to shareholders.

Copies of the Interim Statement may be obtained from the Secretary, Woodspeen Training plc,
32 Wingate Road, Hammermsith, London W6 0UR.

Contacts:

Woodspeen Training plc             Charles Prior  01488 608 341
                                   Lynn Chandler  020 8743 9172

The Directors of the Company are responsible for the contents of this announcement.

                                                                                                                                                                                                                                  

a d v e r t i s e m e n t