RNS Number:4049O
Senior PLC
07 August 2003


Thursday 7 August 2003

Senior plc

Interim Results for the half-year ended 30 June 2003


HIGHLIGHTS                              Notes     Half-year to 30 June

                                                   2003            2002
                                               --------        --------
TURNOVER FROM CONTINUING OPERATIONS             #186.9m         #204.3m
                                               --------        --------

OPERATING PROFIT FROM CONTINUING OPERATIONS
  - BEFORE GOODWILL AMORTISATION          6       #9.1m          #12.5m
  - AFTER GOODWILL AMORTISATION                   #6.4m           #9.5m
                                               --------        --------
PROFIT BEFORE TAXATION                            #3.7m           #5.7m
                                               --------        --------
FREE CASH FLOW                            6      #10.8m          #10.6m
                                               --------        --------
NET BORROWINGS                                   #79.1m         #109.3m
                                               --------        --------
UNDERLYING EARNINGS PER SHARE             6       1.77p           2.35p
                                               --------        --------
INTERIM DIVIDEND PER SHARE                        0.65p           0.65p
                                               --------        --------

Commenting on the results, James Kerr-Muir, Chairman of Senior plc, said:

"Whilst the aerospace and automotive markets are likely to remain challenging 
in the near-term, the much reduced level of debt combined with recent aerospace
programme wins and the increasing level of automotive product development means
the longer-term prospects for the Group are encouraging."

For further information please contact:

Senior plc
Graham Menzies, Group Chief Executive                     01923 714702
Mark Rollins, Group Finance Director                      01923 714738

Finsbury Group
Charlotte Hepburne-Scott/Gordon Simpson                  020 7251 3801


This announcement, together with other information on Senior plc may be found
at: www.seniorplc.com

Note to Editors:

Senior is an international manufacturing group with operations in 12 countries.
Senior designs, manufactures and markets high technology components and systems
for the principal original equipment producers in the worldwide aerospace,
automotive and specialised industrial markets.

Interim Statement

The Group again delivered strong cash flow and reduced net debt despite the
aerospace and automotive markets continuing to be very challenging.

In aerospace, the Group is largely dependent on the numbers of new commercial
aircraft being built and these declined significantly during the period. In
automotive, our main customers manufactured 5% fewer vehicles as end-user
confidence declined.

In the six months to 30 June 2003, Group sales from continuing operations fell
broadly in line with expectations to #186.9m (2002 : #204.3m). Operating profits
from continuing operations before goodwill amortisation reduced to #9.1m (2002 :
#12.5m). Underlying earnings per share were 1.77p (2002 : 2.35p). Strong free
cash flow of #10.8m (2002 : #10.6m), together with the weaker US$, resulted in
the Group's net debt declining to #79.1m (June 2002 : #109.3m).

The 51% reduction in net debt from the #162.3m level seen at the end of June
2000 clearly demonstrates the success of the policies put in place three years
ago.

Market Overview

The first half of 2003 saw little sign of improvement in economic conditions.
The period included the Iraq invasion and the SARS outbreak in the Far East,
both of which hindered any recovery in the number of passengers carried by the
major airlines, most of which continued to be in financial difficulty.
Consequently, the demand for components for commercial aircraft and the engines
that power them reduced during the period.

Sales of passenger cars and light vehicles, in the important North American
market, averaged 16.1 million annualised for the first half of 2003, compared to
16.8 million for the whole of 2002. For the first six months of 2003, sales in
Western Europe were 3% lower than in the equivalent period of 2002. Diesel
engines again increased market share in Europe whilst the North American heavy
truck makers began to increase the speed of change to high-pressure common-rail
diesel technology.

Against this background, the Group continued to improve operational
efficiencies, develop new products for future organic growth and reduce the
level of debt.

Financial Results

Sales from continuing operations fell by 8.5% to #186.9m (2002 : #204.3m)
reflecting adverse currency movements of #9.4m, the decline in demand for
commercial aircraft and engines and the ending of some North American automotive
programmes.

The sales decline was partly offset by cost reduction efforts. However, an
adverse currency effect of #0.9m, increased insurance costs (up #0.5m) and
higher development costs related to the A380 and Joint Strike Fighter programmes
(up #0.9m) impacted the period such that operating profits from continuing
operations before goodwill amortisation declined to #9.1m (2002 : #12.5m). The
resultant operating margin, before goodwill amortisation, was 4.9% (2002 :
6.1%).

The net interest cost reduced by 25% to #2.7m (2002 : #3.6m) as a result of
lower borrowing levels and reduced interest rates. Net interest cover,
calculated on operating profits from continuing operations before goodwill
amortisation, was 3.4 times (2002 : 3.5 times).

Profit on ordinary activities before taxation for the period was #3.7m (2002 :
#5.7m) after interest, goodwill amortisation of #2.7m (2002 : #3.0m) and the
absence of other charges (2002 : #0.3m). With an underlying tax charge of 15.6%
of taxable profits (2002 : 19.9%), underlying earnings per share (excluding
goodwill amortisation) was 1.77p (2002 : 2.35p).

Free cash flow (cash inflow from operations after net capital expenditure,
interest and tax but before acquisitions, disposals and dividend payments) was
#10.8m (2002 : #10.6m). Total cash inflow, before financing, was #7.1m (2002 :
#9.7m).

The majority of the Group's borrowings are denominated in US$ to match the
Group's US$ assets. The weakening US$ (June 2003 : $1.65 to #1; December 2002 :
$1.61 to #1) contributed to a beneficial impact on net debt of #1.2m. This,
together with the strong operating cash inflows resulted in Group net debt
declining to #79.1m at the period end (June 2002 : #109.3m) representing gearing
of 64% (June 2002 : 86%).

Dividend

The Board has declared an unchanged interim dividend of 0.65p. This will be paid
on 28 November 2003 to shareholders on the register on 31 October 2003.

Aerospace

Sales in the Aerospace Division, representing 41% of the Group's sales from
continuing businesses, fell by #6.1m to #76.3m (2002 : #82.4m). Operating
profit, before goodwill amortisation, increased by 36.7% to #4.1m (2002 :
#3.0m).

The year on year sales decline was mainly due to adverse currency movements
(#5.2m) and reductions in production of commercial aircraft and engines, in
particular at Boeing, where aircraft deliveries in the six months were 145 (2002
: 222). The Division has little after-market business because of the non-wearing
nature of the parts manufactured and hence sales largely depend upon the build
rates of new commercial aircraft and engines.

Build rates for large commercial aircraft at Boeing and Airbus declined by 30%
between 2001 and 2003. The build rates for the engines to power them reduced by
25% in the same period. However, military and defence sales for the Division
have risen due to increased US government spending and now account for 31% of
Divisional sales.

Operating profits were up despite the lower sales. This was due to less
disruption in demand, a lower cost base, the Mexican facility getting closer to
profitability, better operational performances at Ketema, SSP and Bird Bellows
and the successful completion of a profitable one-off project.

Capital investment in the division was 37% of depreciation, reflecting the
minimal requirement for increases in capacity.

During the period the Division continued to book new incremental business on the
Airbus A380 and the Joint Strike Fighter (JSF). Significant engineering
expenditure is being incurred on these programmes and is being expensed as the
work progresses. Volume production of both these programmes is still some years
off, but the contracts being booked will prove to be very valuable in the medium
to longer-term. Boeing is planning to go ahead with its 7E7 as a new super
efficient mid size commercial airliner to replace the 757 and 767 models and we
are working towards securing business on this new programme.

Automotive

Sales in the Automotive division, now 37% of Group sales, declined by 12.6% to
#69.5m (2002 : #79.5m) and operating profit, before goodwill amortisation,
halved to #3.8m (2002 : #7.6m). This was mostly due to products being designed
out of our US customers' vehicles - primarily exhaust gas-recycling tubes at
General Motors. The profit effect of the US turnover reduction was partially
mitigated by significant cost reduction programmes at the US facility.

Nevertheless, our engineering resource has been enhanced to deal with an
unprecedented period of customer enquiries as the heavy truck market in North
America plans to adopt high-pressure common-rail diesel technology ahead of
emission laws tightening significantly in 2007. Currently, Senior sells very
little to the heavy truck diesel market but nominations from new customers are
now being secured. It is anticipated that further orders will be booked during
the next eighteen months for production beginning in 2005/2006. Consequently,
capital expenditure can be expected to rise in the near to medium term and sales
of our US operation to increase in the medium to longer term.

In addition, there is the possibility that diesel engines may eventually migrate
into North American passenger cars and sport utility vehicles. The benefits of
improved performance and fuel economy are such that diesel development in these
volume markets is increasingly possible. Today, around 40% of new light vehicles
in Europe have diesel engines. In the USA the figure is closer to 1%.

Elsewhere, the project to double the size of the Cape Town facility in South
Africa is well underway and the new facility in Olomouc in the Czech Republic is
coming into profit. In late 2001, the decision was made to put the German
industrial business into the Automotive Division as a platform for automotive
growth in the German markets. Orders have already been booked on heavy truck
diesel engines and prospects are improving for new business in the high volume
direct gasoline injection control market.

Capital expenditure for the Division was 38% of depreciation. This can be
expected to rise in the coming months as new business is secured.

Specialised Industrial

Industrial markets in the first half of 2003 were generally weaker than in 2002
with the UK building construction and North American power generation markets
being noticeably poorer. This resulted in sales reducing to #41.2m (2002 :
#42.6m) and operating profit, before goodwill amortisation, to #1.2m (2002 :
#1.9m). Disposal activity within this division continued with five of the eight
remaining profit-centres now in the disposal process.

Outlook

No immediate improvement in the aerospace industry is expected as the numbers of
new commercial aircraft being built are envisaged to remain at, or slightly
below, their current level for at least the next twelve months. However, the
continuing strength of the defence and military sector is anticipated to partly
offset the weakness in the commercial sector. In the longer-term we are more
optimistic as the business now being won on new programmes, notably the Airbus
A380 and Lockheed Martin Joint Strike Fighter, goes into production and the
commercial aerospace sector makes a steady recovery.

Whilst, in the medium-term, the automotive market will remain challenging,
longer-term prospects are encouraging for Senior Automotive with its future
recovery largely dependent upon successfully taking the products currently
under development into full production. This is particularly true for the 
North American diesel engine market, where customer interest continues to 
strengthen and where we are now winning nominations for production starting in 
2005.

Markets generally remain weak in the industrial sectors but there are some early
indications that a gradual improvement may be seen during 2004. It is hoped that
the disposal of five of the Group's eight operations in its Specialised
Industrial Division will be concluded in the coming months.

Irrespective of market conditions, the Group remains committed to the strategy
of operational improvement, cost and debt reduction and improving the value of
the Group through product and process design and development.

James Kerr-Muir                      Graham Menzies
Chairman                             Chief Executive

6 August 2003



Senior plc

Group Profit and Loss Account
for the half-year ended 30 June 2003 (unaudited)

                        Notes       Half-year       Half-year              Year
                                    June 2003       June 2002              2002
                                           #m              #m                #m
                                     --------        --------          --------
Turnover
Continuing operations                   186.9           204.3             398.7
Discontinued operations                     -             4.2               5.7
                                     --------        --------          --------
                          1             186.9           208.5             404.4
                                     --------        --------          --------
Operating profit before 
exceptional items
Continuing operations                     9.1            12.5              24.7
                                     --------        --------          --------
Amortisation of goodwill                 (2.7)           (3.0)             (5.8)
                                     --------        --------          --------
Total continuing operations               6.4             9.5              18.9
Discontinued operations                     -             0.1                 -
                                     --------        --------          --------
                                          6.4             9.6              18.9
                                     --------        --------          --------
Exceptional items

Reorganisation and 
rationalisation charges  
- continuing operations                     -               -              (1.3)
                                     --------        --------          --------
Total operating profit
Continuing operations                     6.4             9.5              17.6

Discontinued operations                     -             0.1                 -
                                     --------        --------          --------
                          1               6.4             9.6              17.6

Loss on sale of fixed assets  
- continuing operations                     -            (0.3)             (0.5)

Loss on disposal of  
discontinued operations   2                 -               -              (3.5)
                                     --------        --------          --------
Profit on ordinary activities 
before interest and taxation              6.4             9.3              13.6
 
Other interest receivable 
and similar income                        0.5             0.4               1.1

Interest payable and 
similar charges                          (3.2)           (4.0)             (7.7)
                                     --------        --------          --------
Profit on ordinary 
activities before taxation                3.7             5.7               7.0

Tax on profit on 
ordinary activities       3              (1.0)           (1.8)             (3.1)
                                      --------       --------          --------
Profit for the  
financial period                          2.7             3.9               3.9

Dividends                                (2.0)           (2.0)             (6.1)
                                     --------        --------          --------
Profit/(loss) for the period              0.7             1.9              (2.2)
                                     --------        --------          --------

Earnings per share       4    
Basic                                    0.88p           1.28p            1.29p
Diluted                                  0.88p           1.28p            1.29p
Underlying                               1.77p           2.35p            4.47p
                                      --------        --------         --------
Dividends per share                      0.65p           0.65p            2.00p
                                      --------        --------         --------


Senior plc

Group Balance Sheet
as at 30 June 2003 (unaudited)

                                           30 June       30 June       31 Dec
                                              2003          2002         2002
                                                #m            #m           #m
                                          --------      --------     --------
Fixed assets
Intangible assets - goodwill                  82.6          93.1         85.8
Tangible assets                               85.4          99.1         89.7
Investments                                    0.2           0.2          0.2
                                          --------      --------     --------
                                             168.2         192.4        175.7
                                          --------      --------     --------
Current assets

Stocks                                        43.5          52.4         46.3

Debtors: Amounts falling due after      
more than one year                             1.6           3.4          2.4

Debtors: Amounts falling due           
within one year                               71.5          77.3         73.8

Cash at bank and in hand                      11.2           6.1          9.6
                                          --------      --------     --------
                                             127.8         139.2        132.1
Creditors: Amounts falling due       
within one year                             (106.0)        (88.8)       (86.3)                    
                                          --------      --------     --------
Net current assets                            21.8          50.4         45.8
                                          --------      --------     --------
Total assets less              
current liabilities                          190.0         242.8        221.5

Creditors: Amounts falling due              
after more than one year                     (63.4)       (113.4)       (97.5)

Provisions for liabilities                
and charges                                   (2.8)         (2.7)        (2.7)
                                          --------      --------     --------
Net assets                                   123.8         126.7        121.3
                                          --------      --------     --------
Capital and reserves
                                   
Called-up share capital                       30.7          30.7         30.7

Share premium                                  3.5           3.5          3.5

Other reserves                                17.7          17.7         17.7

Profit and loss account                       71.9          74.8         69.4
                                          --------      --------     --------
Equity shareholders' funds                   123.8         126.7        121.3
                                          --------      --------     --------



Reconciliation of Movements in Shareholders' Funds
for the half-year ended 30 June 2003 (unaudited)


                                     Half-year       Half-year           Year
                                     June 2003       June 2002           2002
                                            #m              #m             #m
                                      --------        --------       --------
At beginning of period                   121.3           125.1          125.1

Profit for the               
financial period                           2.7             3.9            3.9

Dividends                                 (2.0)           (2.0)          (6.1)

Currency variations                        1.8            (0.3)          (1.6)
                                      --------        --------        -------
At end of period                         123.8           126.7          121.3
                                      --------        --------       --------

Senior plc

Group Cash Flow Statement
for the half-year ended 30 June 2003 (unaudited)

                                         Half-year       Half-year         Year
                               Notes     June 2003       June 2002         2002
                                                #m              #m           #m
                                          --------        --------     --------
Net cash inflow from 
operating activities            5 a)          18.0            21.2         43.9

Returns on investments 
and servicing of finance                   
                                          --------        --------     --------
Interest received                              0.7             0.3          0.6

Interest paid                                 (3.3)           (4.1)        (7.9)
                                          --------        --------     --------
Net cash outflow from returns 
on investments and servicing     
of finance                                    (2.6)           (3.8)        (7.3)

Taxation
                                          --------        --------     --------
UK corporation tax recovered                     -             0.1          0.1

Overseas tax (paid)/recovered                 (1.3)           (0.9)         0.2
                                          --------        --------     --------
Net cash (outflow)/inflow from taxation       (1.3)           (0.8)         0.3

Capital expenditure and financial investments
                                          --------        --------     --------
Purchase of tangible fixed assets             (3.5)           (6.7)       (11.6)

Sale of property, plant and equipment          0.2             0.7          1.4
                                          --------        --------     --------
Net cash outflow from capital 
expenditure and financial 
investments                                   (3.3)           (6.0)      (10.2)

Acquisitions and disposals
                                          --------        --------     --------
Purchase of subsidiary undertakings 
- deferred consideration                      (0.2)           (0.4)        (0.6)

Sale of subsidiary undertakings                0.6               -          2.8
                                          --------        --------     --------
Net cash inflow/(outflow) 
from acquisitions and disposals                0.4            (0.4)         2.2

Dividends paid on ordinary shares             (4.1)           (0.5)        (2.5)
                                          --------        --------     --------
Net cash inflow before financing               7.1             9.7         26.4

Financing
                                          --------         --------    --------
New loans initiated by Group       5 b)        6.0             2.4          5.2
Repayments of existing loans       5 b)      (13.2)          (20.0)       (37.5)
Cash inflow on forward exchange contracts      3.2            -             0.2
                                          --------        --------     --------
                                              (4.0)          (17.6)       (32.1)
                                          --------        --------     --------
Increase/(decrease) in cash 
in the period                      5 c)        3.1            (7.9)        (5.7)
                                          --------        --------     --------

Senior plc

Group Statement of Total Recognised Gains and Losses
for the half-year ended 30 June 2003 (unaudited)
                                          

                                        Half-year       Half-year          Year
                                        June 2003       June 2002          2002
                                               #m              #m            #m
                                         --------        --------       --------

Profit for the financial period               2.7             3.9           3.9

Currency translation differences            
on overseas assets and goodwill               1.3            (0.3)         (2.3)

Tax benefits on foreign               
exchange losses                               0.5             -             0.7
                                         --------        --------      --------
Total recognised gains and losses             
relating to the period                        4.5             3.6           2.3
                                         --------        --------      --------


There is no material difference between the profits as reported and those
profits restated on an historical cost basis.


Senior plc

Notes to the Interim Financial Statements
for the half-year ended 30 June 2003 (unaudited)

1. Segmental information in respect of turnover and operating profit

Group turnover and operating profit are analysed below. The reconciliation of
operating profit to profit before taxation is shown on the Group Profit and Loss
Account. The reconciling items are considered to be of a Group nature, and not
directly attributable to individual segments. 2002 discontinued operations
reflect the turnover and operating results of Senior Flexonics Bredan A/S, BHC
a.s, Senior Flexonics Polska Spolka zo.o. and the UK Expansion Joints Division
of Senior UK Limited, all of which were sold during 2002.


a) By class of business

                             Turnover                         Operating profit

        Half-year    Half-year        Year    Half-year     Half-year      Year
        June 2003    June 2002        2002    June 2003     June 2002      2002
               #m           #m          #m           #m            #m        #m
           ------       ------      ------       ------        ------    ------
Aerospace    76.3         82.4       164.6          2.4          1.2        4.0

Automotive   69.5         79.5       148.4          3.4          7.1       11.4

Specialised  
Industrial   41.2         42.6        86.1          0.6          1.2        2.2
           ------       ------      ------       ------        ------    ------

Total       187.0        204.5       399.1          6.4          9.5       17.6

Inter-segment 
sales        (0.1)        (0.2)       (0.4)           -            -          - 
           ------       ------      ------       ------        ------    ------

Total continuing
operations  186.9        204.3       398.7          6.4          9.5       17.6


Discontinued
operations      -          4.2         5.7            -          0.1          -
           ------       ------      ------       ------       ------     ------
            186.9        208.5       404.4          6.4          9.6       17.6
           ------       ------      ------       ------       ------     ------


Operating profits shown above are stated after charging #nil (2002 half-year 
- #nil; 2002 year - #1.3m) of exceptional items and #2.7m (2002 half-year - 
#3.0m; 2002 year - #5.8m) of goodwill amortisation. These are attributed to the
segments as follows:


                      Exceptional items                Goodwill amortisation

         Half-year    Half-year       Year    Half-year    Half-year       Year
         June 2003    June 2002       2002    June 2003    June 2002       2002
                #m           #m         #m           #m           #m         #m
            ------       ------     ------       ------       ------     ------

Aerospace        -            -        0.8          1.7          1.8        3.6

Automotive       -            -        0.4          0.4          0.5        0.9

Specialised    
Industrial       -            -        0.1          0.6          0.7        1.3
            ------       ------     ------       ------       ------     ------

Total continuing
operations       -            -        1.3          2.7          3.0        5.8

Discontinued
operations       -            -          -            -            -          -
            ------       ------     ------       ------       ------     ------
                 -            -        1.3          2.7          3.0        5.8
            ------       ------     ------       ------       ------     ------


b) By geographical market

               Turnover by origin               Operating profit by origin

        Half-year    Half-year        Year    Half-year    Half-year       Year
        June 2003    June 2002        2002    June 2003    June 2002       2002
               #m           #m          #m           #m           #m         #m
           ------       ------      ------       ------       ------     ------
North                
America     105.9        132.7       252.5          5.6          8.6       15.8

United
Kingdom      34.9         32.9        68.0            -          0.5        1.7

Rest of
Europe       39.3         34.8        68.4          0.2         (0.4)      (1.7)

Rest of  
World         9.6          8.1        17.3          0.6          0.8        1.8
           ------       ------      ------       ------       ------     ------

Total       189.7        208.5       406.2          6.4          9.5       17.6

Inter-segment
sales        (2.8)        (4.2)       (7.5)           -            -          -
           ------       ------      ------       ------       ------     ------

Total continuing
operations  186.9        204.3       398.7          6.4          9.5       17.6

Discontinued
operations      -          4.2         5.7            -            0.1        -
           ------       ------      ------       ------       ------     ------
            186.9        208.5       404.4          6.4          9.6       17.6
           ------       ------      ------       ------       ------     ------



1. Segmental information in respect of turnover and operating profit continued

Operating profits shown above are stated after charging #nil (2002 half-year -
#nil; 2002 year - #1.3m) of exceptional items and # 2.7m (2002 half-year - 
#3.0m; 2002 year - #5.8m) of goodwill amortisation. These are attributed to 
the segments as follows:



                     Exceptional items                 Goodwill amortisation

         Half-year    Half-year       Year    Half-year    Half-year       Year
         June 2003    June 2002       2002    June 2003    June 2002       2002
                #m           #m         #m           #m           #m         #m
            ------       ------     ------       ------       ------     ------
North       
America          -           -         0.5          1.3          1.5        2.9

United
Kingdom          -           -         0.2          1.2          1.2        2.4

Rest of
Europe           -           -         0.6          0.1          0.1        0.1

Rest of
World            -           -           -          0.1          0.2        0.4
            ------       ------     ------       ------       ------     ------
Total continuing           
operations       -           -         1.3          2.7          3.0        5.8

Discontinued     
operations       -           -           -            -            -          -
            ------       ------     ------       ------       ------     ------
                 -           -         1.3          2.7          3.0        5.8
            ------       ------     ------       ------       ------     ------

2. The 2002 loss on disposal of discontinued operations relates to the disposal
of the Group's four European Expansion Joints operations, comprising the share
capital of Senior Flexonics Bredan A/S and the businesses conducted by BHC a.s.,
Senior Flexonics Polska Spolka zo.o. and the UK Expansion Joints Division of
Senior UK Limited, which were sold at a combined loss of #3.5 million, including
the write-off of #1.4 million of goodwill, in September 2002.

3. Tax on profit on ordinary activities for the half-year to 30 June 2003 has
been charged at 15.6% on profit before amortisation of goodwill and before
losses on disposal, being the estimated rate applicable for the year ended 31
December 2003 (2002 half-year - 19.9%; 2002 year - 18.5%), and includes #1.0m in
respect of overseas taxation (2002 half-year - #1.8m; 2002 year - #3.8m).

4. The calculations of basic earnings per share and underlying earnings per
share are shown below and have been based on the weighted average number of
ordinary shares in issue and ranking for dividend during the period.

Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares in issue on the assumption of conversion of all
dilutive potential ordinary shares. The Group has only one category of dilutive
potential ordinary shares, being those share options granted where the exercise
price is less than the average price of the Company's ordinary shares during the
period.

The provision of an underlying earnings per share has been included to identify
the performance of operations before amortisation of goodwill, profit or loss on
sale of fixed assets and loss on disposal of discontinued operations.


                      Earnings per share                     Earnings

               Half-year   Half-year      Year   Half-year    Half-year    Year
               June 2003   June 2002      2002   June 2003    June 2002    2002
                   pence       pence     pence          #m           #m      #m
                  ------      ------    ------      ------       ------  ------

Basic profit on
ordinary activities 
after taxation      0.88        1.28      1.29         2.7          3.9     3.9

Adjust:

Amortisation 
of goodwill         0.89        0.97      1.88         2.7          3.0     5.8

Loss arising on sale
of fixed assets        -        0.10      0.16           -          0.3     0.5


Loss on disposal 
of discontinued
operations             -           -      1.14           -            -     3.5
                  ------       ------   ------      ------       ------  ------
Underlying 
earnings            1.77         2.35     4.47         5.4          7.2    13.7
                  ------       ------   ------      ------       ------  ------


Weighted average number of shares

     - basic                                       306.5m       306.5m   306.5m
     - diluted                                     307.1m       306.7m   306.8m
     - underlying                                  306.5m       306.5m   306.5m

Earnings per share

     - basic                                        0.88p        1.28p    1.29p
     - diluted                                      0.88p        1.28p    1.29p
     - underlying                                   1.77p        2.35p    4.47p

5.  Group Cash Flow Statement

a) Reconciliation of operating profit to net cash inflow from operating
   activities

                                      Half-year     Half-year         Year
                                      June 2003     June 2002         2002
                                             #m            #m           #m
                                         ------        ------       ------

Group operating profit                      6.4           9.6         17.6

Depreciation of tangible                    
fixed assets                                8.6           9.2         17.8

Amortisation of goodwill                    2.7           3.0          5.8

Decrease/(increase) in                    
working capital                             0.3          (0.6)         2.7
                                         ------        ------       ------
Net cash inflow from                    
operating activities                       18.0          21.2         43.9
                                         ------        ------       ------

b) New loans initiated by Group include new draw downs under the existing
revolving credit facility. Likewise, repayments of  existing loans include the
repayment of amounts previously drawn down under the same facility.

c) Analysis of net debt

                    At 1 Jan    Cashflow    Non cash    Exchange    At 30 June
                        2003                   items    movement          2003
                          #m          #m          #m          #m            #m
                      ------      ------      ------      ------        ------

Cash                     9.6         1.3           -         0.3          11.2
  
Overdrafts              (2.0)        1.8           -        (0.1)         (0.3)
                      ------      ------      ------      ------        ------

                         7.6         3.1           -         0.2          10.9

Debt due within             
one year                (2.4)        2.5       (29.1)       (0.1)        (29.1)

Debt due after              
one year               (94.6)        4.5        29.1         0.4         (60.6)

Finance leases          (2.1)        0.2           -        (0.1)         (2.0)

Forward exchange         
contract gains           4.1        (3.2)          -         0.8           1.7
         
                      ------      ------      ------      ------        ------    
Total                  (87.4)        7.1           -         1.2         (79.1)
                      ------      ------      ------      ------        ------


The forward exchange contract gains are included within debtors falling due
within one year.


6. Non Statutory Information

Throughout the commentary on the results a number of non statutory financial
numbers are quoted. These include:

   *  Operating profit before exceptional items and goodwill amortisation -
      this is used to illustrate the ongoing, underlying trading performance of
      the Group. Note 1 provides the information to reconcile this to operating
      profit.

   *  Underlying earnings per share - this is used to highlight the total
      performance of the Group prior to impact of goodwill amortisation and the
      disposal of assets and discontinued operations. Note 4 provides the
      information to reconcile this to basic earnings per share.

   *  Free cash flow - this is used to illustrate the total net cash generation
      by the Group prior to corporate activity. Free cash flow is the net cash
      inflow before financing of #7.1m (2002 half-year - #9.7m; 2002 year -
      #26.4m), before the net inflow from acquisitions and disposals of #0.4m
      (2002 half-year - #0.4m outflow; 2002 year - #2.2m inflow) and dividends
      paid on ordinary shares of #4.1m (2002 half-year - #0.5m; 2002 year -
      #2.5m). However, it is after all capital expenditure including that 
      financed under finance leases of #nil (2002 half-year - #nil; 2002 year - 
      #1.5m).

7. Status of Financial Information

These Interim Financial Statements, which were approved by the Board of
Directors on 6 August 2003, have been prepared in accordance with the accounting
policies set out in the Group's 2002 Annual Accounts. They have not been audited
or reviewed by the Auditors.

The financial information for the year ended 31 December 2002 as set out above
does not constitute the Group's statutory accounts for the year ended 31
December 2002 but is derived from those accounts. Statutory accounts for 2002
have been delivered to the Registrar of Companies. The Auditors have reported on
those accounts; their reports were unqualified and did not contain statements
under Sections 237(2) or (3) of the Companies Act 1985.



                      This information is provided by RNS
            The company news service from the London Stock Exchange

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