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Woodspeen Training Plc (WSTP)

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Monday 27 June, 2011

Woodspeen Training Plc

Preliminary Announcement - Results Year to 31 M...


WOODSPEEN TRAINING PLC (TICKER - WSTP)

PRELIMINARY ANNOUNCEMENT

RESULTS YEAR TO 31 MARCH 2011

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

The financial information set out is derived from the statutory financial
statements of Woodspeen Training plc for the year to 31 March 2011. The
statutory financial statements for the year ended 31 March 2011 have not yet
been filed with the Registrar of Companies and upon which an unqualified audit
report has been given.

CHAIRMAN'S STATEMENT

I am pleased to announce the results of the Company for the year to 31 March
2011.

The Group made an operating profit before interest, amortisation on acquired
intangible assets and exceptional items for the year under review, of £867,328
as against £801,557 in the previous year. This is a pleasing performance in
what has been a year of economic uncertainty as well as significant Government
policy changes.

However, for the reasons outlined below, it has been considered prudent to make
an  exceptional  impairment  charge  against  the carrying value of goodwill of 
£1.95m and, as a consequence of this, the Group is reporting a pre interest and
tax loss for the year of £1,256,818 (2010: profit £640,987).

The Group is almost entirely dependent on Government funding for its various
programmes and, therefore, its future prospects are substantially dictated by
changes in Government policy.

Over the last 12 months the new Coalition Government has reviewed the previous
Government's policies and made a number of changes, the most significant of
which is the replacement of "New Deal" employment programmes with the "Work
Programme". Following a strategic review during the year, carried out under the
leadership of the Chief Executive, the Group will cease its involvement with
employment programmes and this has led to an impairment charge against the
carrying value of goodwill of £1.55m relating to this activity.

Performance from S&S Training Services Ltd, in  its  first full year since
acquisition in  February 2010, has  been disappointing. The  original  growth
projections made at the time of acquisition and which were required to support
the carrying value of goodwill, have not materialised and this has resulted in
an impairment charge against the carrying value of goodwill of £0.4m relating
to this acquisition.

During the year the Company successfully raised additional equity capital and
at the year end had cash resources of £3.76m (2010: £0.69m).

The changes  in how Government funding is  deployed  within  the  vocational
training sector are causing considerable disruption to  businesses operating
within it and this may have an adverse impact on our performance in the short
term. However, we believe that with our strong balance sheet and a  committed
management team led by an exceptionally able and experienced  Chief Executive,
we are well positioned not only to navigate the Group through  this difficult
period, but also to capitalise  on  the consolidation  opportunities that are
likely  to  present themselves in sectors  in  which  we  operate. The  Chief
Executive's  Report  sets  out  in  more detail the programmes that the Group
operates, how  they  are  affected  by  changes  in Government policy and our
strategy going forward.

Charles Prior
Chairman
27 June 2011

CHIEF EXECUTIVE'S REPORT

I enclose my report on Woodspeen Training plc's (`Woodspeen' or `the Group')
results for the year ended 31 March 2011, my first since joining as Chief
Executive in May 2010.

Business Overview

Woodspeen delivers vocational and skills training programmes to young learners
(primarily learners in the 16-18 year old age groups) and to adults (aged 19
and above). Over 95% of the Group's turnover derives from Government, through
funding agencies of the Department of Business, Innovation and Skills (DBIS),
the Department for Education (DfE) and the Department for Work and Pensions
(DWP). The Group delivers programmes including pre-apprenticeship,
apprenticeship, Skills for Life and New Deal. These are delivered through the
Group's subsidiaries located in West Yorkshire and on the South Coast.

Government policy towards funding for training impacts directly on the Group's
success.

Performance for the year

The current year's figures reflect the impact of a full year's contribution
from the Group's three operating subsidiaries held at the year end (comparative
figures include eleven months trading results from A&R Training Services
Limited, "A&R", acquired May 2009, and two month's trading results from S&S
Training Services Limited, "S&S", acquired February 2010) and the impact of the
impairment charge against the carrying value of goodwill.

Woodspeen delivered an operating profit before amortisation on acquired
intangible assets and exceptional items of £867,328 (2010:£801,557).

The Group incurred exceptional costs of £1.95m for the year relating to
impairment of goodwill. Of this amount, £1.55m reflects the cessation of New
Deal programmes (part of Skills Training). The balance, £0.4m, reflects the
impairment charge against the carrying value of goodwill in Vocational
Training, following a disappointing performance by S&S since acquisition, in
February 2010.

Group Performance

                                            Year to              Year to       
                                         31 March 2011        31 March 2010    

                                    Revenue   Operating     Revenue   Operating
                                                Profit/                 Profit/
                                                 (Loss)                  (Loss)
                                                                               
                                          £           £           £           £
                                                                               
Vocational Training               3,262,538     372,013   2,793,085     294,522
                                                                               
Skills Training                   2,449,045     786,662   2,314,972     678,776
                                                                               
                                ----------- ----------- ----------- -----------
                                                                               
Total for segments                5,711,583   1,158,675   5,108,057     973,298
                                                                               
Group items:                                                                   
                                                                               
Unallocated central costs                     (291,347)               (171,741)
                                                                               
                                            -----------              ----------
                                                                               
                                                867,328                 801,557
                                                                               
Amortisation charge on                        (174,146)               (160,570)
acquired intangible assets                                                     
                                                                               
Impairment of goodwill                      (1,950,000)                       -
                                                                               
                                -----------  ---------- ----------- -----------
                                                                               
Total for Group                   5,711,583 (1,256,818)   5,108,057     640,987
                                                                               
                                     ======      ======      ======      ======

Cessation of New Deal

As stated in my interim report to you last year, the Coalition Government
announced that it would end New Deal and replace it with a new initiative,
referred to as the `Work Programme'. I stated at the time that Woodspeen would
consider carefully details of the successor programme to determine the level of
future engagement in the Welfare to Work agenda. It has become clear over
recent months that the operating and financial models that underpin the Work
Programme differ significantly from New Deal. Whereas, under the New Deal
programme, providers were remunerated for providing training and support to
(cohorts of) unemployed learners throughout the duration of the programme, the
Work Programme is `end loaded' with significant performance payments tied to
getting unemployed people into jobs and ensuring sustainability in employment.
In the Board's view to pursue engagement with the Work Programme would result
in significant upfront costs whilst creating considerable uncertainty over the
timing and extent of future returns for the business. In addition, given the
Group's relative scale and expertise as a subcontractor in the Welfare to Work
sector, we would require additional investment in specialist capability. Given
these uncertainties Woodspeen has no plans to participate directly in the Work
Programme. This has resulted in an exceptional charge of £1.55m for impairment
of goodwill in the current year.

Performance of S&S

The Group made an exceptional charge of £0.4m for impairment of goodwill that
arose on the acquisition of S&S. This impairment reflects lower than
anticipated future returns from the S&S business, which delivers IT
apprenticeship training in Huddersfield, West Yorkshire. At the time of
acquisition, in February 2010, the Board expected that S&S's established local
brand coupled with its expertise in delivering apprenticeship training would
deliver opportunities for expansion throughout Woodspeen's network.
Disappointingly, following this first full year post acquisition, it is clear
that S&S's brand has limited geographical reach and the original growth
projections, required to support the carrying value of goodwill, have not
materialised.

As a result of the exceptional charges, the Group delivered a loss before
interest and tax of £1,256,818 for the year (2010: profit £640,987).

Segmental Analysis

Group performance is monitored and managed through two reporting segments,
Vocational Training and Skills Training. Each segment carries its own risk
profile.

Segmental performance during the year has been impacted by lower employment
opportunities and increasing unemployment in the economy together with the
effects of changes in Government policy.

Vocational Training

The Vocational Training segment comprises the delivery of training programmes
(pre-apprenticeship and apprenticeship) to school leavers entering employment
and to adults already in employment.

Apprenticeship training programmes are funded through annually renewable direct
contracts held with the Skills Funding Agency (a DBIS agency). Funding for
pre-apprenticeship programmes is through subcontracts held with local colleges,
which receive funding through the Young People's Learning Agency (a DfE
agency).

The Group's core occupational expertise is in training and assessment to
learners apprenticed (i.e. employed) in the care sectors. An apprentice will
typically enrol on a programme through their employer and work towards
obtaining a formal apprenticeship qualification comprising technical training,
functional skills and `on the job' assessment, services provided by Woodspeen
on behalf of the employer. Importantly, for the young learner not already in a
job, Woodspeen will actively provide employment support to match the learner
with a suitable employment vacancy or `place' the learner with a potential
future employer, through its well established links with local employers.
Demand from employers for apprentices is critical to the prosperity of the
Group.

The Group reported a 17% increase in turnover in the Vocational Training
division for the year, from £2.79m to £3.26m.

Revenue made up of:                                         Year to 31 March 
                                                           2011         2010*
                                                                             
                                                              £             £
                                                                             
Apprenticeship                                        2,652,382     2,328,648
                                                                             
Pre-apprenticeship                                      600,207       464,437
                                                                             
                                                    -----------   -----------
                                                                             
                                                      3,252,589     2,793,085
                                                                             
Other                                                     9,949             -
                                                                             
                                                    -----------   -----------
                                                                             
                                                      3,262,538     2,793,085
                                                                             
                                                         ======        ======
                                                                             
Segment profit                                          372,013       294,522
                                                                             
Segment margin                                            11.4%         10.5%

*The operating segments for the comparative year to 31 March 2010 have been
restated to be consistent with the operating segments reported upon for the
year to 31 March 2011.

Growth in turnover is attributable to full year effects following the
acquisition of A&R (acquired May 2009) and S&S (acquired February 2010). This,
together with improved cost control during the second half of the year, has
delivered an improvement in full year margin. Excluding the impact of full year
effects, revenues generated from delivery of apprenticeship programmes have
been broadly flat against last year. Whilst the Group achieved an increase in
total learner starts over the year, performance was held back due to a slowdown
in starts in the 16-18 apprenticeship age groups, where Government funding is
highest and most secure, particularly during the second half of the year.

Apprenticeship Starts by age group                         Year to 31 March  
                                                           2011          2010
                                                                             
                                                         Number        Number
                                                                             
1st Half Year (April -                                                       
September)                                                                   
                                                                             
16 - 18 (Young Learner)                                     125           139
                                                                             
19 + (Adult Learner)                                        117            50
                                                                             
2nd Half Year (October - March)                                              
                                                                             
16 - 18                                                     111           180
                                                                             
19 +                                                        190           149
                                                                             
Total 16-18                                                 236           319
                                                                             
Total 19 +                                                  307           199
                                                                             
Total Apprenticeship Starts                                 543           518

A combination of factors has contributed to the decline in 16-18 starts.

The removal of Educational Maintenance Allowance (EMA) for young learners
(16-18 age groups), from January 2011, has made more challenging the
recruitment of suitable candidates onto our programmes. Many young learners
relied on EMA and its withdrawal has had a detrimental effect on volumes. This
has affected the supply of learners joining both pre-apprenticeship and
apprenticeship programmes.

Changes to eligibility for young learners entitled to commence apprenticeship
programmes effected during the year have had a negative impact on performance
during the year. Prior to the change, a young learner unable to gain employment
as an apprentice `on day 1' was nevertheless able to commence an apprenticeship
training programme through a training provider and without securing a contract
of employment, under a training scheme known as "Programme Led". This scheme
enabled the `unemployed' learner to gain technical training in the classroom
whilst also providing the learner with a valuable opportunity for exposure to
practical skills. Practical skills experience, obtained through placement with
a potential employer, is a core element of the apprenticeship. The securing of
suitable placements for learners is an important service provided by Woodspeen
and, together with many providers in the sector, plays a valuable role in
helping to address the UK's significant, growing challenge of "NEETs" (those
not in employment, education or training). Regrettably this scheme is scheduled
to wind down by the end of the current funding year, in July 2011. Whilst a
replacement scheme is expected, full details are not yet available. As it
stands therefore, with effect from 1 August 2011 learners may not commence a
programme of apprenticeship training until they have a contract of employment.
This change, at a time of lower employment opportunity for young learners, has
impacted adversely the volume of 16-18 learner starts joining our programmes.

Your board believes that retaining its focus on the 16-18 age groups is a
matter of strategic importance with Government funding for apprenticeships in
employment guaranteed for young learners, as a minimum, for the lifetime of
this Parliament. As we anticipate employment opportunities to remain
challenging in the short term, Woodspeen will invest its own financial
resources into supporting young learners, where necessary, to help them into
vocational employment. This strategy will help Woodspeen to maintain a secure
foundation for longer term growth of 16-18 learners but may result in a
significant cost to the Group in 2011/12. We anticipate costs will reduce as
the economy recovers and a suitable replacement programme is introduced.

Growth in the Group's adult apprenticeship starts has been positive. Additional
funding for adult apprenticeships, announced by Government over recent months,
has provided the Group with opportunities for growth. Further funding is
clearly positive news for the sector and your Board welcomes both the continued
and absolute increases in available funding, albeit at lower rates, to deliver
training to this age group. The Group continues to develop its capability and
offer to this age group, as part of a package of programme delivery to local
employers. We will continue to seek out further opportunities for delivery of
adult apprenticeships, where profitable.

Skills Training

The Skills Training segment encompasses basic skills (often referred to as
Skills for Life) programmes and employment programmes. Funding for Skills for
Life programmes is through an annually renewable contract held with the
University for Industry (Ufi), itself a direct contract holder with the SFA.
The Group also held a subcontract for delivery of the New Deal programme in
West Yorkshire during the year.

Woodspeen's basic skills programmes are typically of short duration (4-8 weeks)
and are predominantly delivered to unemployed learners. Many learners, for
whatever reason, did not obtain basic numeracy, literacy and IT skills first
time round but recognise the need or requirement to improve their skills to
re-join the workforce.

Woodspeen's employment programmes are of longer duration (up to 26 weeks) and
involve training and support to the unemployed to assist them to re-enter the
labour market. The Group's most significant programme, New Deal, has been
delivered in Yorkshire through a subcontract arrangement with a large private
provider for a number of years. As stated earlier, it has been confirmed by the
Coalition Government that New Deal will come to an end shortly after the year
end, around June 2011.

The Skills division delivered strong revenue growth (16% - see note below),
with a 2.8% margin improvement for the year.

Revenue made up of                                       Year to 31 March  
                                                       2011           2010*
                                                                           
                                                          £               £
                                                                           
Basic skills                                      1,167,986       1,317,038
programmes **                                                              
                                                                           
Employment programmes                             1,203,318         950,594
                                                                           
                                                -----------     -----------
                                                                           
                                                  2,371,304       2,267,632
                                                                           
Other                                                77,741          47,340
                                                                           
                                                -----------    ------------
                                                                           
                                                  2,449,045       2,314,972
                                                                           
                                                     ======         =======
                                                                           
Segment profit                                      786,662         678,776
                                                                           
Segment margin                                        32.1%           29.3%

*The operating segments for the comparative year to 31 March 2010 have been
restated to be consistent with the operating segments reported upon for the
year to 31 March 2011.

** From August 2010 LearnDirect ceased to charge providers a management fee for
use of the Ufi's on-line testing system. At the same time additional funding
from LearnDirect, equal to the management charge, also ceased. Turnover for the
year included £82,000 (2010 - £279,000) of additional funding. Turnover,
excluding additional funding, is £1,086,000 (2010 £1,038,000).

Revenue from basic skills programmes, on a like for like basis, grew 5% over
the year. These programmes are delivered through subcontract, currently at
regional level, with the University for Industry (Ufi) on behalf of Government.
Contracts are awarded annually with targets set and monitored centrally by Ufi.
Programmes, badged as LearnDirect, focus on the delivery of Skills for Life.

The Government has committed to continuing its support of the Skills Agenda.
The Skills Strategy, published last autumn, explicitly sets out the
Government's commitment to `giving adults who do not yet have functional levels
of literacy and numeracy a second chance'. At the same time the Government's
agenda, of requiring `more for less', has led to a rationalisation of the
existing Ufi supplier network. This follows plans announced earlier this year
to privatise Ufi. In this regard I am delighted to confirm that the Group, with
its proven track record of successful delivery, was notified on 10 June 2011 of
its contract renewal for the year ahead.

Continued success requires a high volume, execution driven capability, with a
sharp focus on delivering in locations that offer sustainable margin
opportunities and your Board remains cautious but optimistic about continued
delivery of basic skills programmes as an integral part of its future growth
strategy.

Performance in the soon to cease New Deal programme was exceptionally good for
the year reflecting increasing unemployment in the UK. Growth from employment
programmes during the final full year of this programme was exceptional with a
26% increase in revenue over the previous year. The rate of growth accelerated
during the second half of the year as delays to the roll out of the Work
Programme provided a catalyst for the referral of unemployed learners onto New
Deal programmes. As explained above, given the uncertainties, Woodspeen has no
plans to participate directly in the Work Programme.

Sector consolidation

The Group faces challenges ahead but believes significant opportunities exist
from sector consolidation over the medium term. In my interim statement to you
last year I highlighted the planned introduction of a minimum contract level
(MCL) across the sector. The Skills Funding Agency (SFA) will introduce the MCL
at a level of £0.5m, from 1 August 2011, with the prospect of further increases
in future. The MCL level will help to drive consolidation in the sector and
your Board has been undertaking considerable groundwork to develop and maintain
a regular dialogue with a number of providers who may in future join the
Woodspeen Group.

In this regard, shortly after the year end on 6 April, 2011, the Group acquired
the entire share capital of BDTS Limited, a West Yorkshire based provider of
vocational training programmes. This business is complementary to our existing
vocational activities and I am pleased to report that progress towards
integrating the business is proceeding to plan. The Group had sufficient cash
to finance this acquisition through existing resources.

Woodspeen's capacity to finance acquisitions has been enhanced during the year,
through the raising of £2.57m, net of expenses, following placings of new
shares, completed between December 2010 and February 2011. Including new
finance raised, the Group held cash resources of £3.76m at the year end.

Outlook

Your Board acknowledges that decisions taken during the year, to cease direct
engagement with future employment programmes and to invest its own resources
into young learners, may have an adverse impact on the performance of the Group
over the short to medium term. However your board anticipates that further
consolidation activity will go some way to mitigate this impact.

These actions will help secure the financial stability of the business and the
Group has significant cash resources to make further acquisitions, to support
future growth.

Government funding through annually renewable contracts awarded on an academic
year basis, (from 1 August to 31 July) will continue to represent the Group's
principal sources of funding going forward. To improve our readiness to respond
to contract changes, Woodspeen will align its reporting year end to the
academic year (31 July) from next year.

As a training provider funded by Government, Woodspeen has positioned itself in
those areas of training where funding is most resilient and in sectors that are
in the process of consolidation. As a result your Board believes the business
is well placed to exploit future opportunities as and when they arise.

Si Hussain
Chief Executive
27 June 2011

WOODSPEEN TRAINING PLC
CONSOLIDATED INCOME STATEMENT
YEAR ENDED 31 MARCH 2011

                                              Note     Year Ended    Year Ended
                                                             2011          2010
                                                                               
                                                                £             £
                                                                               
Revenue                                       2         5,711,583     5,108,057
                                                                               
Cost of sales                                         (3,509,021)   (2,962,721)
                                                                               
                                                    ------------- -------------
                                                                               
Gross profit                                            2,202,562     2,145,336
                                                                               
Administrative expenses                               (3,459,380)   (1,504,349)
                                                                               
                                                    ------------- -------------
                                                                               
(Loss)/Profit from operations                 2       (1,256,818)       640,987
                                                                               
Analysed as:                                                                   
                                                                               
Profit from operations excluding exceptional              693,182       640,987
item                                                                           
                                                                               
Exceptional item                              3       (1,950,000)             -
                                                                               
                                                    ------------- -------------
                                                                               
                                                      (1,256,818)       640,987
                                                                               
                                                    ------------- -------------
                                                                               
Finance revenue                                             2,077           133
                                                                               
Finance costs                                             (9,148)      (21,560)
                                                                               
                                                     ------------ -------------
                                                                               
(Loss)/Profit before taxation                         (1,263,889)       619,560
                                                                               
Tax expense                                   4         (194,289)     (192,172)
                                                                               
                                                    ------------- -------------
                                                                               
(Loss)/Profit for the period                          (1,458,178)       427,388
                                                                               
                                                          =======       =======
                                                                               
Earnings per share                                                             
                                                                               
Basic                                         5           (6.14)p         2.19p
                                                                               
Diluted                                       5           (6.11)p         2.19p

Turnover and profit all derive from continuing operations.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 MARCH 2011

There is no difference between the loss/profit for the year shown and total
comprehensive income.

Reconciliation of movements in total equity are given in the Statement of
changes in equity.

WOODSPEEN TRAINING PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2011

                                         Note                2011         2010
                                                                              
                                                                £            £
                                                                              
Assets                                                                        
                                                                              
Non-current assets                                                            
                                                                              
Property, plant and equipment                             176,054      145,007
                                                                              
Intangible assets                        6              2,319,981    4,447,663
                                                                              
Deferred tax assets                                         3,033            -
                                                                              
                                                     ------------ ------------
                                                                              
                                                        2,499,068    4,592,670
                                                                              
                                                     ------------ ------------
                                                                              
Current assets                                                                
                                                                              
Trade and other receivables                             1,101,800      941,273
                                                                              
Cash and short term deposits                            3,763,321      693,308
                                                                              
                                                     ------------ ------------
                                                                              
                                                        4,865,121    1,634,581
                                                                              
                                                     ------------ ------------
                                                                              
Total assets                                            7,364,189    6,227,251
                                                                              
                                                     ------------ ------------
                                                                              
Liabilities                                                                   
                                                                              
Current liabilities                                                           
                                                                              
Trade and other payables                                  920,171      536,187
                                                                              
Deferred revenue                                           40,318       13,261
                                                                              
Current tax liabilities                                   237,780      270,514
                                                                              
Financial liabilities                                           -      250,000
                                                                              
Provisions                                                203,418      181,037
                                                                              
                                                     ------------ ------------
                                                                              
                                                        1,401,687    1,250,999
                                                                              
                                                     ------------ ------------
                                                                              
Non-current liabilities                                                       
                                                                              
Financial liabilities                                           -      100,000
                                                                              
Provisions                                                  7,694        5,528
                                                                              
Deferred tax liabilities                                   91,416      133,466
                                                                              
                                                     ------------ ------------
                                                                              
                                                           99,110      238,994
                                                                              
                                                     ------------ ------------
                                                                              
Total liabilities                                       1,500,797    1,489,993
                                                                              
                                                     ------------ ------------
                                                                              
Net Assets                                              5,863,392    4,737,258
                                                                              
                                                           ======       ======
                                                                              
Equity                                                                        
                                                                              
Capital and reserves attributable to                                          
equity holders of the Company                                                 
                                                                              
Issued share capital                     7              3,528,620    2,052,000
                                                                              
Share premium reserve                                   2,997,637    1,907,822
                                                                              
Merger reserve                                            336,000      336,000
                                                                              
Retained earnings                                       (998,865)      441,436
                                                                              
                                                     ------------ ------------
                                                                              
Total Equity                                            5,863,392    4,737,258
                                                                              
                                                           ======       ======

WOODSPEEN TRAINING PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR TO 31 MARCH 2011

                                                            Year         Year
                                                           Ended        Ended
                                                        31 March     31 March
                                                            2011         2010
                                                                             
                                                               £            £
                                                                             
Cash flows from operating activities                                         
                                                                             
(Loss)/Profit before taxation                        (1,263,889)      619,560
                                                                             
Adjustments for:                                                             
                                                                             
Impairment write down goodwill                         1,950,000            -
                                                                             
Depreciation of property, plant and equipment             48,096       33,787
                                                                             
Depreciation leasehold improvements                       63,240       34,703
                                                                             
Loss on disposal of property, plant and equipment          1,828        2,586
                                                                             
Amortisation of intangibles                                                  
                                                                             
- customer contracts acquired on acquisition             174,146      160,570
                                                                             
Amortisation of intangibles - software                     4,422        2,570
                                                                             
Share based payment expense                               17,877            -
                                                                             
Finance income                                           (2,077)        (133)
                                                                             
Finance costs                                              9,148       21,560
                                                                             
Increase in trade and other receivables                (160,797)     (13,853)
                                                                             
Increase in trade and other payables                     387,649      161,480
                                                                             
Increase in deferred revenue                              27,057       13,261
                                                                             
Decrease in provisions                                  (38,694)            -
                                                                             
                                                     -----------  -----------
                                                                             
Cash generated by operations                           1,218,006    1,036,091
                                                                             
Income taxes paid                                      (272,105)    (260,771)
                                                                             
                                                     -----------  -----------
                                                                             
Cash flows from operating activities                     945,901      775,320
                                                                             
                                                     -----------  -----------
                                                                             
Cash flows from investing activities                                         
                                                                             
Acquisitions - Consideration                                   -  (3,565,638)
                                                                             
Acquisitions - Cash acquired                                   -      673,713
                                                                             
Acquisitions - Expenses                                        -     (48,963)
                                                                             
Purchase of plant and equipment                         (80,971)     (40,034)
                                                                             
Purchase of intangibles - software                         (886)     (18,915)
                                                                             
Interest received                                          2,077          133
                                                                             
                                                     -----------  -----------
                                                                             
Net cash used in investing activities                   (79,780)  (2,999,704)
                                                                             
                                                     -----------  -----------
                                                                             
Cash flows from financing activities                                         
                                                                             
Proceeds from issue of shares                          2,657,916    1,196,000
                                                                             
Expenses in connection with share issues                (91,481)     (67,106)
                                                                             
Repayment of loan notes                                (350,000)    (125,000)
                                                                             
Interest paid                                           (12,543)     (18,165)
                                                                             
                                                     -----------  -----------
                                                                             
Net cash used in financing activities                  2,203,892      985,729
                                                                             
                                                     -----------  -----------
                                                                             
Increase/(Decrease) in cash and cash equivalents       3,070,013  (1,238,655)
                                                                             
Cash and cash equivalents at start of period             693,308    1,931,963
                                                                             
                                                     -----------  -----------
                                                                             
Cash and cash equivalents at end of period             3,763,321      693,308
                                                                             
                                                          ======       ======
                                                                             

WOODSPEEN TRAINING PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 31 MARCH 2011

                            Issued        Share       Merger     Retained        Total
                             Share      Premium      Reserve     Earnings       Share-
                           Capital                                             holders
                                                                                Equity
                                                                                      
                                 £            £            £            £            £
                                                                                      
At 1 April 2009            976,000    1,854,928      336,000       14,048    3,180,976
                                                                                      
Transactions with                                                                     
owners:                                                                               
                                                                                      
Placing of shares in     1,076,000      120,000            -            -    1,196,000
period                                                                                
                                                                                      
Expenses of share                -     (67,106)            -            -     (67,106)
issues                                                                                
                                                                                      
Profit and total                                                                      
                                                                                      
comprehensive income             -            -            -      427,388      427,388
                                                                                      
                      ------------ ------------ ------------ ------------ ------------
                                                                                      
At 31 March 2010         2,052,000    1,907,822      336,000      441,436    4,737,258
                                                                                      
                            ======       ======       ======       ======       ======
                                                                                      
At 1 April 2010          2,052,000    1,907,822      336,000      441,436    4,737,258
                                                                                      
Transactions with                                                                     
owners:                                                                               
                                                                                      
Placing of shares in     1,476,620    1,181,296            -            -    2,657,916
period                                                                                
                                                                                      
Expenses of share                -     (91,481)            -            -     (91,481)
issues                                                                                
                                                                                      
Employee share option                                                                 
schemes:                                                                              
                                                                                      
- Value of share                 -            -            -       17,877       17,877
options granted                                                                       
                                                                                      
Loss and total                                                                        
                                                                                      
comprehensive income             -            -            -  (1,458,178)  (1,458,178)
                                                                                      
                      ------------ ------------ ------------  ----------- ------------
                                                                                      
At 31 March 2011         3,528,620    2,997,637      336,000    (998,865)    5,863,392
                                                                                      
                            ======       ======       ======       ======       ======
                                                                                      

WOODSPEEN TRAINING PLC
NOTES TO PRELIMINARY ANNOUNCEMENT
FOR THE YEAR ENDED 31 MARCH 2011

1 Basis of preparation

The financial statements of the Company for the year ended 31 March 2011
comprise the consolidated financial statements of the Company and its
subsidiaries (together referred to as the Group).

The consolidated financial statements of the Group have been prepared under
International Financial Reporting Standards ("IFRS") as adopted by the European
Union. The results in this preliminary announcement have been prepared in
accordance with IFRS applicable at 31 March 2011 and have been taken from the
Group's Financial Statements. This financial information set out above does not
constitute statutory accounts as defined in Section 435 of the Companies Act
2006.

The Group's statutory financial statements for the year ended 31 March 2011,
upon which an unqualified report has been given, have not yet been filed with
the Registrar of Companies.

The financial information for the year to 31 March 2010 is derived from the
statutory accounts for that period which have been delivered to the Registrar
of Companies.

2 Segment information

The Chief Operating Decision Maker has been identified as the Chief Executive.
The Chief Executive reviews the Group's internal reporting in order to assess
performance and allocate resources. Management has determined the operating
segments based on reports used by the Board.

The Chief Executive assesses the performance of operating segments based on
operating profit before amortisation of acquired intangible assets, interest
and tax. Information presented to the Chief Executive is measured in a manner
consistent with that in the Financial Statements.

The performance of operating segments reviewed by the Chief Executive does not
include any allocation of corporate and central costs. Corporate and central
costs, although not an operating segment as defined by IFRS8 are reviewed by
the Chief Executive and shown as Group items in the table below.

During the year, the Chief Executive reviewed and revised the reporting
segments reported to the Board to appropriately reflect the Group's activities
and the basis upon which performance and investment decisions are made.

The principal activity of the Group is government sponsored training,
assessment and related services. The Chief Executive considers the Group's
business through two reporting segments based on principal activity:

Vocational Training (Apprenticeships, Foundation Learning and other vocational
training programmes); and

Skills Training (Skills for Life, New Deal and other employability training
programmes).

The operating segments for the comparative year to 31 March 2010 have been
restated to be consistent with the operating segments reported upon for the
year to 31 March 2011.

                                          Year to                 Year to        
                                       31 March 2011           31 March 2010     

                                    Revenue   Operating     Revenue   Operating
                                                Profit/                 Profit/
                                                 (Loss)                  (Loss)
                                                                               
                                          £           £           £           £
                                                                               
Vocational Training               3,262,538     372,013   2,793,085     294,522
                                                                               
Skills Training                   2,449,045     786,662   2,314,972     678,776
                                                                               
                                ----------- ----------- ----------- -----------
                                                                               
Total for segments                5,711,583   1,158,675   5,108,057     973,298
                                                                               
Group items:                                                                   
                                                                               
Unallocated central costs                     (291,347)               (171,741)
                                                                               
                                            -----------              ----------
                                                                               
                                                867,328                 801,557
                                                                               
Amortisation charge on acquired               (174,146)               (160,570)
intangible assets                                                              
                                                                               
Impairment of goodwill                      (1,950,000)                       -
                                                                               
                                ----------- -----------  ---------- -----------
                                                                               
Total for Group                   5,711,583 (1,256,818)   5,108,057     640,987
                                                                               
                                     ======      ======      ======      ======
                                                                               

The reconciliation, by operating segment of the profit/(loss) reported to the
Chief Decision Maker to operating profit shown in the financial statements is
as follows:

                                            Year to 31 March 2011              

                                  Reported Amortisation  Impairment   Segmental
                                 Segmental  on Acquired of Goodwill   Operating
                                 Operating   Intangible                 Profit/
                             Profit/(Loss)       Assets                  (Loss)       
                                                                               
                                         £            £           £           £
                                                                               
Vocational Training                372,013    (157,840)   (400,000)   (185,827)
                                                                               
Skills Training                    786,662     (16,306) (1,550,000)   (779,644)
                                                                               
                               -----------  ----------- ----------- -----------
                                                                               
Total for segments               1,158,675    (174,146) (1,950,000)   (965,471)
                                                                               
                                    ======       ======      ======            
                                                                               
Group items:                                                                   
                                                                               
Unallocated central costs                                             (291,347)
                                                                               
Total for Group                                                     -----------
                                                                               
                                                                    (1,256,818)
                                                                               
                                                                         ======

                                            Year to 31 March 2010              

                                  Reported Amortisation  Impairment   Segmental
                                 Segmental  on Acquired of Goodwill   Operating
                                 Operating   Intangible                 Profit/
                             Profit/(Loss)       Assets                  (Loss)      
                                                                               
                                         £                        £            
                                                                               
Vocational Training                294,522    (111,690)           -     182,832
                                                                               
Skills Training                                                   -     629,896
                                                                               
                                ----------   ----------  ----------  ----------
                                                                               
Total for segments                 973,298    (160,570)           -     812,728
                                                                               
                                     =====       ======       =====            
                                                                               
Group items:                                                                   
                                                                               
Unallocated central costs                                             (171,741)
                                                                               
                                                                     ----------
                                                                               
Total for Group                                                         640,987
                                                                               
                                                                         ======

To help understand the underlying trading performance of the Group, revenue
streams aggregated within the two operating segments are disclosed below:

                                                               Year to 31 March
                                                               2011        2010
                                                                               
                                                                  £           £
                                                                               
Vocational Training                                                            
                                                                               
Apprenticeship                                            2,652,382   2,328,648
                                                                               
Pre-Apprenticeship                                          600,207     464,437
                                                                               
                                                        ----------- -----------
                                                                               
                                                          3,252,589   2,793,085
                                                                               
Other                                                         9,949           -
                                                                               
                                                        ----------- -----------
                                                                               
                                                          3,262,538   2,793,085
                                                                               
                                                             ======     =======
                                                                               
Skills Training                                                                
                                                                               
Basic Skills Programmes *                                 1,167,986   1,317,038
                                                                               
Employment Programmes                                     1,203,318     950,594
                                                                               
                                                        ----------- -----------
                                                                               
                                                          2,371,304   2,267,632
                                                                               
Other                                                        77,741      47,340
                                                                               
                                                        ----------- -----------
                                                                               
                                                          2,449,045   2,314,972
                                                                               
                                                             ======      ======

* In August 2010, the start of the 2010/11 Funding Year, LearnDirect ceased to
charge providers a management fee for use of the UfI's on-line testing system.
At the same time additional funding from LearnDirect, equal to the management
charge, also ceased. Turnover for the year included £82,000 (2010 - £279,000)
of additional funding. Turnover, excluding additional funding, is £1,086,000
(2010 - £1,038,000).

All income is derived from the United Kingdom.

The Government, through various funding agencies and bodies (SFA, Ufi, DWP etc)
and sub-contacting arrangements entered into by the Group, is the Group's
single largest customer and accounts for £5,564,000 (97%) of revenue spread
across several contracts. The revenue is reported within both Vocational and
Skills Training operating segments.

No other single customer accounts for than 10% of Group revenue.

Given the nature of the Group's business, the Chief Executive does not receive
or review balance sheet information for operating segments.

3 Exceptional items

                                                             Year          Year
                                                            Ended         Ended
                                                         31 March      31 March
                                                             2011          2010
                                                                               
                                                                £             £
                                                                               
Recognised in arriving at Group operating profit from                          
continuing operations:                                                         
                                                                               
Impairment of goodwill                                  1,950,000             -
                                                                               
                                                           ======        ======

As a result of an annual review of the carrying value of goodwill, the Group
has determined that an impairment charge of £1,950,000 is appropriate for the
reasons given below. Of this sum - £1,550,000 is attributable to Skills
Training and £400,000 is attributable to Vocational Training.

Skills Training: the Government's flagship welfare to work programme - the
`Work Programme' - is replacing the existing welfare to work initiatives
including those in which the Group participates (New Deal and Flexible New
Deal). The format and structure of the Work Programme is different to New Deal
and the Group has determined that it would not be in the best interests of the
business to be directly involved in the delivery of the Work Programme. New
Deal represents a significant proportion of Skills Training and the cessation
of this income stream has resulted in the impairment of goodwill.

Vocational Training: the write down reflects the disappointing performance of S
&S Training Services Limited since its acquisition in February 2010 and the
lower future growth potential of that business. Current projections do not
support the carrying value of the goodwill that arose on the acquisition of S&S
Training Services Limited and, consequently, it has been written off.

4 Income tax expense

 a. Tax on profit for the period
   
Tax charged in the income statement                          Year        Year
                                                            Ended       Ended
                                                         31 March    31 March
                                                             2011        2010
                                                                             
                                                                £           £
                                                                             
Current tax                                                                  
                                                                             
UK corporation tax on profits for the year                241,055     221,873
                                                                             
Adjustment for (over)/under provision in prior            (1,683)       1,291
periods                                                                      
                                                                             
                                                      ----------- -----------
                                                                             
Total current tax                                         239,372     223,164
                                                                             
                                                      ----------- -----------
                                                                             
Deferred tax                                                                 
                                                                             
Origination and reversal of temporary differences        (41,829)    (30,992)
                                                                             
Deferred tax income resulting from reduction in tax       (3,254)           -
rate                                                                         
                                                                             
                                                      ----------- -----------
                                                                             
Total deferred tax                                       (45,083)    (30,992)
                                                                             
                                                      ----------- -----------
                                                                             
Tax charge in the income statement                        194,289     192,172
                                                                             
                                                           ======      ======

(b) Reconciliation of the total tax charge

The reasons for the difference between the actual tax charge for the period and
the standard rate of corporation tax in the UK applied to profits for the
period are as follows:

                                                             Year        Year
                                                            Ended       Ended
                                                         31 March    31 March
                                                             2011        2010
                                                                             
                                                                £           £
                                                                             
Accounting (loss)/profit before tax                   (1,263,889)     619,560
                                                                             
Expected tax charge based on the standard rate of                            
                                                                             
corporation tax in the UK of 28%                        (353,889)     173,477
                                                                             
Effects of:                                                                  
                                                                             
Marginal relief                                           (6,197)     (2,715)
                                                                             
Share based payments relief                               (3,033)           -
                                                                             
Non-deductible expenses for tax purposes                                     
                                                                             
Impairment of goodwill                                    546,000           -
                                                                             
Other non- deductible expenses                              7,262      13,174
                                                                             
Other items                                                 9,083       6,945
                                                                             
Adjustment for (over)/under provision for current tax                        
                                                                             
in previous period                                        (1,683)       1,291
                                                                             
Reduction in opening deferred taxes resulting from                           
                                                                             
reduction in tax rate                                     (3,254)           -
                                                                             
                                                      ----------- -----------
                                                                             
Total tax charge for the period                           194,289     192,172
                                                                             
                                                           ======      ======
                                                                             

5 Earnings per share

Basic earnings per share are calculated by dividing the profit attributable to
ordinary shareholders by the weighted number of shares in issue during the
period.

Diluted earnings per share are calculated by adjusting the weighted average
number of ordinary shares for the conversion of all dilutive potential ordinary
shares. Options granted under Employee Share Schemes dilute the earnings per
share by increasing the weighted average number of shares without changing net
profit.

For the better understanding of 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 in respect of the current year the impairment of goodwill.

                                                              Year          Year
                                                             Ended         Ended
                                                          31 March      31 March
                                                              2011          2010
                                                                                
Earnings                                                         £             £
                                                                                
Earnings attributable to ordinary shareholders         (1,458,178)       427,388
                                                                                
Amortisation of acquired intangible assets                 174,146       160,570
                                                                                
Taxation impact amortisation of acquired                  (52,856)      (44,601)
intangible assets                                                               
                                                                                
Impairment of goodwill                                   1,950,000             -
                                                                                
                                                      ------------  ------------
                                                                                
Adjusted profit on ordinary activities after tax           613,112       543,357
                                                                                
                                                           =======       =======
                                                                                
Number of shares                                            Number        Number
                                                                                
Weighted average number of shares                                               
                                                                                
for basic earnings per share                            23,743,293    19,542,951
                                                                                
Potential dilutive effect of employee share                119,648             -
schemes                                                                         
                                                                                
Weighted average number of shares for diluted        ------------- -------------
                                                                                
earnings per share                                      23,862,941    19,542,951
                                                                                
                                                           =======       =======
                                                                                
Earnings per share                                           Pence         Pence
                                                                                
Basic earnings per share                                    (6.14)          2.19
                                                                                
Diluted earnings per share                                  (6.11)          2.19
                                                                                
Adjusted earnings per share                                   2.58          2.78
                                                                                
Adjusted diluted earnings per share                           2.57          2.78

The calculation of adjusted basic earnings per share is set out below:

                                                               Year        Year
                                                              Ended       Ended
                                                           31 March    31 March
                                                               2011        2010
                                                                               
Earnings per share                                            Pence       Pence
                                                                               
Basic earnings per share                                     (6.14)        2.19
                                                                               
Amortisation of acquired intangible assets                     0.73        0.82
                                                                               
Taxation impact amortisation of acquired                     (0.22)      (0.23)
intangible assets                                                              
                                                                               
Impairment of goodwill                                         8.21           -
                                                                               
                                                            -------     -------
                                                                               
Adjusted basic earnings per share (pence)                      2.58        2.78
                                                                               
                                                               ====        ====
                                                                               

6 Intangible assets

                                                Customer                         
                                    Goodwill   Contracts    Software        Total
                                                                                 
                                           £           £           £             
                                                                                 
Cost                                                                             
                                                                                 
At 1 April 2009                    1,037,978     110,000           -    1,147,978
                                                                                 
Additions                                  -           -      18,915       18,915
                                                                                 
Acquired through business                                                        
                                                                                 
combinations                       3,008,724     480,000           -    3,488,724
                                                                                 
                                 -----------  ---------- -----------  -----------
                                                                                 
At 31 March 2010                   4,046,702     590,000      18,915    4,655,617
                                                                                 
Additions                                  -           -         886          886
                                                                                 
                                  ----------  ---------- ----------- ------------
                                                                                 
At 31 March 2011                   4,046,702     590,000      19,801    4,656,503
                                                                                 
                                      ======      ======      ======       ======
                                                                                 
Amortisation & impairment                                                        
                                                                                 
At 1 April 2009                            -      44,814           -       44,814
                                                                                 
Amortisation charge for the                -     160,570       2,570      163,140
period                                                                           
                                                                                 
                                  ---------- -----------  ----------   ----------
                                                                                 
At 31 March 2010                           -     205,384       2,570      207,954
                                                                                 
Amortisation charge for the                -     174,146       4,422      178,568
period                                                                           
                                                                                 
Impairment charge for the period   1,950,000           -           -    1,950,000
                                                                                 
                                 ----------- ----------- -----------  -----------
                                                                                 
At 31 March 2011                   1,950,000     379,530       6,992    2,336,522
                                                                                 
                                      ======      ======      ======       ======
                                                                                 
Net book value                                                                   
                                                                                 
At 31 March 2011                   2,096,702     210,470      12,809    2,319,981
                                                                                 
                                      ======      ======      ======       ======
                                                                                 
At 31 March 2010                   4,046,702     384,616      16,345    4,447,663
                                                                                 
                                      ======      ======      ======       ======
                                                                                 
At 1 April 2009                    1,037,978      65,186           -    1,103,164
                                                                                 
                                      ======      ======      ======       ======
                                                                                 

The carrying amount of goodwill is allocated to cash generating units (CGUs) as
follows:

                                                               2011         2010
                                                                                
                                                                  £            £
                                                                                
Vocational Training                                       1,283,824    1,683,724
                                                                                
Skills Training                                             812,978    2,362,978
                                                                                
                                                        -----------  -----------
                                                                                
                                                          2,096,702    4,046,702
                                                                                
                                                             ======       ======

Impairment of goodwill and intangible assets

The total amount of goodwill acquired through business combinations and
recognised at 31 March 2011 is allocated for impairment testing to two cash
generating units which are also the operating and reportable segments. This
represents the lowest level within the Group at which goodwill is monitored for
internal management purposes.

The carrying value of goodwill is compared with the asset's recoverable amount,
based on value in use, on an annual basis to determine whether impairment
exists. The value in use calculation was performed using pre-tax cash flow
projections based on financial plans approved by management for the two next
years. Cash flows beyond the budgeted period are extrapolated using a 1% growth
rate. These future cash flows are discounted by an appropriate risk adjusted
pre-tax discount rate (17.2%) to give the value in use.

Management believe that the assumptions used to determine value in use are
appropriate and reasonable.

The same approach for calculating the recoverable value of goodwill is used for
both cash generating units.

Following the annual impairment review, a charge of £1,950,000 for has been
recognised in the income statement in respect of goodwill impairment.

An impairment charge of £1,550,000 has been recognised for Skills Training. The
Government's flagship welfare to work programme - the `Work Programme' - is
replacing the existing welfare to work initiatives including those in which the
Group participates (New Deal and Flexible New Deal). The format and structure
of the Work Programme is different to New Deal and the Group has determined
that it would not be in the best interests of the business to be directly
involved in the delivery of the Work Programme. New Deal represents a
significant proportion of Skills Training and the cessation of this income
stream has resulted in the impairment of goodwill.

An impairment charge of £400,000 has been recognised for Vocational Training.
The write down reflects the disappointing performance of S&S Training Services
Limited since its acquisition in February 2010 and the lower future growth
potential of the business. Projections do not support the carrying value of the
goodwill arising on the acquisition of S&S Training Services Limited and,
consequently, it has been written off.

Key assumptions

The calculation of value in use is most sensitive to the following assumptions:

  * Budget or base year profit - the value in use calculation assumes the
    budget for the year is achieved;
   
  * Growth of market and market share - the value in use calculation assumes a
    modest growth (1%) and that the Group will retain rather than increase its
    market share; and
   
  * Discount rate - cash flows are discounted using the Group's nominal pre-tax
    discount rate based on the Group's weighted average cost of capital,
    adjusted to reflect management's estimate of the risk profile for the
    business.
   
The value in use calculation assumes that the Group's programmes will continue
to be supported by the Government and attract funding.

Sensitivity to changes in assumptions

Impairment analysis requires the use of certain future market assumptions and
discount factors, which are subjective in nature. Estimated values can be
affected by many factors beyond the Group's control such as business and
economic trends, government funding and regulation etc. Changes in
circumstances affecting assumptions used could have a significant impact on the
value in use potentially resulting in an impairment write down.

Management has considered the impact of budget profit not being achieved in the
base year; a reduction in the growth rate; and the impact of an increase in the
pre-tax discount rate applied to the calculation.

For Vocational Training, following the impairment of goodwill, budget or base
year profit could fall by 50%; or the extrapolated growth rate of 1% could be
negative 10%; or the pre-tax discount rate could increase to 30% before the
value in use would be close to the carrying value.

For Skills Training, following the impairment of goodwill, budget or base year
profit could fall by 45%; or the extrapolated growth rate of 1% could be
negative 9%; or the pre-tax discount rate could increase to 29% before the
value in use would be close to the carrying value.

7 Share capital

The Company has one class of Ordinary shares which carry equal voting rights
and no right to fixed income.

                                                           Number             £
                                                                               
Authorised                                                                     
                                                                               
Ordinary shares of 10p each                           100,000,000    10,000,000
                                                                               
                                                         ========       =======
                                                                               
                                                           Number             £
                                                                               
Allotted, called up and fully paid                                             
                                                                               
Ordinary shares of 10p each                                                    
                                                                               
At 1 April 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
                                                                               
                                                    ------------- -------------
                                                                               
As at 31 March 2010                                    20,520,000     2,052,000
                                                                               
Placing of shares 7 December 2010                       7,560,000       756,000
                                                                               
Placing of shares 14 February 2011                      5,464,538       546,454
                                                                               
Placing of shares 28 February 2011                      1,741,666       174,166
                                                                               
                                                    ------------- -------------
                                                                               
At 31 March 2011                                       35,286,204     3,528,620
                                                                               
                                                          =======       =======

8 Post balance sheet event

BDTS Limited

On 6 April 2011 the Company acquired 100% of the issued share capital of BDTS
Limited which provides government sponsored vocational training. The
acquisition was satisfied by way of cash consideration and the issue of 500,000
ordinary shares of 10p.

The cash consideration was paid from existing cash resources.

The consideration shares were valued at fair value of 18p per share at date of
acquisition.

The transaction will be accounted for by the purchase method of accounting.

Due to the proximity of the acquisition to the year end, the fair value
adjustments contain provisional amounts which will be finalised by the period
end. This includes the valuation of intangible assets and related deferred tax
effect.

The intangible assets identified on the acquisition of BDTS 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 BDTS
Limited's workforce and delivery model, systems and processes.

Fair Values

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

                                            Book Value  Fair Value   Fair Value
                                                                    Adjustments
                                                                               
                                                     £           £            £
                                                                               
Intangible assets                                    -     100,000      100,000
                                                                               
Tangible assets                                 13,686           -       13,686
                                                                               
Trade and other receivables                    105,521           -      105,521
                                                                               
Bank balances and cash                       1,330,998           -    1,330,998
                                                                               
Trade and other payables                      (48,133)           -     (48,133)
                                                                               
Provisions                                           -    (10,000)     (10,000)
                                                                               
Current tax liabilities                       (39,532)       2,600     (36,932)
                                                                               
Deferred tax liabilities                       (1,945)    (26,000)     (27,945)
                                                                               
                                           ----------- -----------  -----------
                                                                               
                                             1,360,595      66,600    1,427,195
                                                                               
                                                ======      ======             
                                                                               
Goodwill                                                                477,238
                                                                               
                                                                   ------------
                                                                               
                                                                      1,904,433
                                                                               
                                                                        =======
                                                                               
Satisfied by:                                                                 £
                                                                               
Cash                                                                  1,814,433
                                                                               
Shares                                                                   90,000
                                                                               
                                                                   ------------
                                                                               
                                                                      1,904,433
                                                                               
                                                                        =======
                                                                               

The outflow of cash resulting from the acquisition is as follows:

                                                                              £
                                                                               
Cash                                                                  1,814,433
                                                                               
Acquisition costs - expensed through profit & loss                       20,548
                                                                               
Cash and cash equivalents acquired                                  (1,330,998)
                                                                               
                                                                  -------------
                                                                               
                                                                        503,983
                                                                               
                                                                        =======
                                                                               

9 Dividends

The directors do not recommend payment of a dividend.

The Financial Statements for the year to 31 March 2011 will be posted to
shareholders shortly.

Copies of the Financial Statements may be obtained from the Company Secretary,
Woodspeen Training plc, 32 Wingate Road, Hammersmith, London W6 0UR, the
Company's website or from the PLUS Markets Group website.

The Parent Company's Annual General Meeting will be held at the offices of
Memery Crystal LLP, 44 Southampton Buildings, London WC2A 1AY on 25 July 2011
at 6pm.

The directors of Woodspeen Training plc take responsibility for this
announcement.

Contacts:

Woodspeen Training plc
Si Hussain                                                      07862 837 437
Lynn Chandler                                                   07932 753 799

Corporate Advisor
St Helens Capital Partners LLP
Oliver Cooke                                                    020 7368 6959

Broker
Fairfax I.S. PLC
Ewan Leggat/Laura Littley                                       020 7598 5368


                                                                                    

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