RNS Number:4363L
Walker Greenbank PLC
22 May 2003


22 May 2003


                              WALKER GREENBANK PLC

               PRELIMINARY RESULTS FOR YEAR ENDED 31 JANUARY 2003


*  Operating loss of #3.8m (2002: #6.5m loss)

*  Loss after taxation of #7.4m (2002: #6.6m loss)

*  Disposal of TWIL for #0.9m in January

*  Post balance sheet disposal of Riverside for #2.8m cash

*  #2.3m of cash generated from operating activities and debt reduced by
   #0.6m, the first net cash inflow since 1999

*  Further cost savings in the year and headcount reduced by 10%

*  Continued strong performance of Zoffany in the US



Ian Kirkham, Chairman, Walker Greenbank PLC said:

"The aim of returning to profitability has proved to be difficult to achieve
despite significant restructuring. The decline in the market has been
unprecedented and it is difficult to predict when it is going to stabilise. We
believe that the cost savings made this year will protect the group through this
difficult period and if any upturn materialises, the group will see a
significant improvement in results. The focus will remain on cash generation,
debt reduction and disposals of non-core assets in line with our strategic plan.
This strategy will leave the group in a stronger position with the ability to
benefit from any improvement in demand or consolidation opportunities".



Enquiries:

David Medcalf, Chief Executive
Walker Greenbank PLC                                        Tel:  01509 225 209

John Sach, Group Finance Director
Walker Greenbank PLC                                        Tel:  01908 658078

Richard Evans, Brewin Dolphin                               Tel:  0161 214 5553

Ian Seaton, Bankside Consultants                            Tel:  020 7444 4157




Notes to editors

Walker Greenbank PLC designs, manufactures, markets and distributes
wallcoverings, furnishing fabrics and associated products. The Zoffany and
Harlequin brands are recognised worldwide, selling a full range of these items.
The group's manufacturing base includes fabric printing at Standfast and
wallcovering manufacture at Anstey.




Chairman's Statement

Overview

The year ended 31 January 2003 has proved to be another difficult year for the
group. The cautious optimism expressed at the Interim results stage proved to be
ill founded as the UK market weakened further, resulting in a decline in
turnover across the group of 5%.

The wallcoverings sector of the market continues to be extremely challenging,
however, we believe we have gained market share in the fabric sector of the
market and it is our intention to achieve further gains using the existing
strength of our brands. Supporting this process is the ability to generate cash
and maintain liquidity and I am pleased to report that overall indebtedness has
been reduced this year by #592,000.

Despite the declining market, the operating loss, before exceptional operating
items, at #3.8 million was slightly better than the previous year. It was helped
by the reductions to our cost base made in the prior year. During the year we
have continued to reduce our cost base, leading to a further reduction in head
count of 75 people, representing 10% of the workforce. Whilst this has been a
painful and expensive process it will lead to future operational cost savings.


Strategy

The board has concluded that a revised strategic plan should be implemented in
an attempt to accelerate the returns for shareholders. We shall continue to
dispose selectively of non-core businesses and surplus assets with the intention
of further reducing indebtedness. Our ultimate goal is to focus the group on a
series of businesses which have common core competences, appropriate critical
mass and profitable business models.


Results

The operating loss for the year was #3,802,000 (2002: #6,542,000 loss as
restated after exceptional operating costs of #2,600,000) on turnover of
#58,261,000 (2002: #61,115,000). Following the strategic disposal of two of the
group's non-core businesses, Riverside and TWIL, exceptional provisions have
been made which have increased the loss before interest to #7,659,000 (2002:
#6,599,000 as restated). A provision of #3,507,000 for the impairment of the
Riverside assets forms the largest part but despite the size of this provision
the board believes, owing to the non-core nature of the business and the
considerable future capital investment that would be required for it to remain
competitive, the proceeds which were achieved represent an improvement in
shareholder value.

During the year outstanding tax issues from prior years were resolved and
resulted in a tax credit of #614,000.

As a result of these significant one off provisions the loss per share increased
from 11.69p to 13.04p.


Disposals

Riverside

On 20 May 2003, the sale of the trade and assets of Riverside was completed.
Cash consideration of #2,801,000 was received at completion resulting in an
anticipated loss on disposal of #3,507,000, including #819,000 of goodwill
previously written off to reserves. The proceeds of disposal not only reduce the
group's indebtedness significantly but also will allow the group's management to
focus on the remaining core businesses.


TWIL

On 24 January 2003, Textile Wallcoverings International Limited, part of the
group's US subsidiary, trading as TWIL, was sold for #878,000 resulting in a
loss of #204,000 after provisions and related costs. The sale of this non-core
business has now allowed local management to focus on distribution of the
group's brands in the US and also to downsize the back office function in that
business thereby enhancing future profitability. There will also be a future
cash benefit from the planned disposal of the surplus freehold premises
previously occupied by TWIL.


Balance Sheet

As referred to in the Interim Statement, one of the primary objectives of the
board in these difficult market conditions has been to reduce indebtedness. In
the year, total indebtedness was reduced by #592,000 (2002: #3,146,000 increase)
and the cash inflow from operating activities was #2,289,000 (2002: #1,436,000
outflow). Both will remain key objectives going forward, with continued tight
control being exercised over working capital. Capital expenditure will also
remain at the greatly reduced levels compared to that experienced in the
previous three years. The policy of disposing of non-core assets will be
maintained. The balance sheet also continues to be underpinned by approximately
#8,000,000 of freehold properties together with substantial other tangible and
current assets.

The results for the prior year have been restated to take account of the full
impact of adopting Financial Reporting Standard Number 17 "Retirement Benefits",
which changes the way in which the accrual for retirement benefits is
recognised. The balance sheet at 31 January 2003 includes a pension liability at
that date of #11,839,000 (2002: #3,643,000 as restated). This substantially
increased liability reflects the decline in the stock market over this period,
which has resulted in a mark down of the value of pension assets at the balance
sheet date. Clearly, subject to the same assumptions, any improvement in the
stock market in the future should result in an increase in net assets and a
reduction to the pension deficit.

During the year action was taken to limit the exposure on the defined benefit
schemes operated by the group. In June 2002, all active members of the Walker
Greenbank Pension Plan defined benefits scheme were transferred to a new defined
contribution scheme which forms part of the Abaris Holdings Limited Pension
Scheme. These changes will reduce the group's exposure going forward leaving
only deferred members and pensioners in the Walker Greenbank Pension Plan.


Dividends

In view of the financial performance no dividend will be proposed. The directors
intention is that dividends will be restored following a return to sustainable
profitability.


Transfer to AIM

On 18 March 2003 your board announced its intention to transfer the company's
entire issued share capital from the Official List of the London Stock Exchange
to trading on the Alternative Investment Market ("AIM"). Dealings commenced on
AIM on 15 April 2003.


Outlook

The aim of returning to profitability has proved to be difficult to achieve
despite significant restructuring. The decline in the market has been
unprecedented and it is difficult to predict when it is going to stabilise. We
believe that the cost savings made this year will protect the group through this
difficult period and if any upturn materialises, the group will see a
significant improvement in results. The focus will remain on cash generation,
debt reduction and disposals of non-core assets in line with our strategic plan.
This strategy will leave the group in a stronger position and with the ability
to benefit from any improvement in demand or consolidation opportunities.


Operating Review


The Brands

With strong growth in the US, Zoffany, the group's exclusive brand, managed to
improve its profit worldwide. The home market, however, still suffered a 6%
decline year on year, driven by continued weakness in the contract market for
hotel refurbishments, even after having previously extended the brand to
associated products such as furniture, paint and carpets. The full year effect
of redundancies made in the second half of the year are anticipated to
compensate for this shortfall and should result in a much greater return on
sales in the year to come.

UK sales of Harlequin, the group's mid-market brand, increased by 4% despite a
contracting market. The decision to sell through third party distributors in
Europe instead of direct to the customer, which was made at the end of the
previous year, resulted in significantly lower sales albeit from a much reduced
cost base. This and the impact of a very strong pound for much of the year,
resulted in export sales being 25% lower than in the previous year. In the
second half, a new management team was appointed and the approach on export
sales has been reviewed. The board is expecting an improvement in Harlequin's
results in the forthcoming year.


Manufacturing

Standfast maintained the same level of profitability as in the previous year.
Sales increased in the first half, but in the second half, customer de-stocking
and a general downturn in the market resulted in sales falling short of
expectations. To re-align the business to this new level of activity,
redundancies were made in the autumn, removing approximately #420,000 of
annualised costs. Despite difficulties in producing camouflage fabrics at the
start of the year, new management and new production practices enabled the
company to tender successfully for this business at the end of the year. We are
confident of securing a significant amount of additional work in this area which
will complement the existing core printing business for the furnishings market.

Although improved manufacturing margins were achieved in the Anstey wallpaper
factory, the redundancies made in the previous year proved insufficient to stem
the trading losses following another sales decline experienced in the year.
Despite the losses, a significant amount of cash was generated by the business.
Anstey will remain under close scrutiny by the board and it is well placed for
any upturn in the market.


Overseas

Both the US and Norwegian subsidiaries reported strong profit growth moving from
#399,000 in the previous year to #1,018,000 this year, after accounting for the
loss on disposal of TWIL. The Zoffany brand in the US has increased its market
share in a competitive market whilst Borge in Norway continues to strengthen its
prominent market position.


Discontinued Operations

The combined operations of Contract Fabrics and Weavestyle reported a decline in
sales of 9.5%. Despite improvements in the manufacturing margins following cost
savings arising from a reorganisation and a redundancy programme implemented at
the end of the previous year, the sales decline resulted in a return to losses
for the business.

The majority of the Weavestyle business is directed towards the consumer market
and has broadly held up with reported sales lower by 3.5%. The Contract Fabrics
business, which sells from stock for commercial applications such as office
refurbishments, suffered a decline of 14% in a very difficult market. The
non-core nature of this business coupled with the significant capital
expenditure that would be required in the near future to maintain
competitiveness together with the dependence on a small number of customers, led
your board to conclude that an early disposal of this business was very much in
the shareholders' interests. The disposal in May 2003 avoids any further
exposure to this business and the board believes that the proceeds of sale
delivers a reasonable return against asset values in the current environment.



Group Profit and Loss Account
Year ended 31 January 2003
                                                                                             2003        2002
                                                                                                     restated
                                                                                             #000        #000

Turnover                                                                                   58,261      61,115

Operating loss                                                                            (3,802)     (6,542)
Profit on sale of properties                                                                  175         320
Loss on disposal of operations                                                            (3,825)       (140)
Amounts written off investments                                                             (207)       (237)
Loss on ordinary activities before interest                                               (7,659)     (6,599)

Net interest payable                                                                        (504)       (528)
Other finance income                                                                          188         494

Loss on ordinary activities before taxation                                               (7,975)     (6,633)

Tax on loss on ordinary activities                                                            614          31
Loss on ordinary activities after taxation                                                (7,361)     (6,602)

Dividends                                                                                       -           -
Deficit for the year                                                                      (7,361)     (6,602)

Loss per share - Basic and diluted                                                       (13.04p)    (11.69p)

Dividend per ordinary share                                                                     -           -





Consolidated Balance Sheet
At 31 January 2003
                                                                                       2003         2002
                                                                                                restated
                                                                                       #000         #000

Fixed assets
Goodwill                                                                                969        1,454
Tangible assets                                                                      17,239       21,666
Investment in own shares                                                                602          809
                                                                                     18,810       23,929

Current assets
Asset held for resale                                                                 2,044            -
Stocks                                                                               11,045       15,445
Debtors                                                                              12,162       15,091
Cash at bank and in hand                                                                496        2,234
                                                                                     25,747       32,770

Creditors: amounts falling due within one year                                     (18,577)     (22,734)
Net current assets                                                                    7,170       10,036

Total assets less current liabilities                                                25,980       33,965

Creditors: amounts falling due after more than one year                             (1,278)      (2,445)
Provisions for liabilities and charges                                                (121)        (456)

Net assets excluding pension liability                                               24,581       31,064
Pension liability                                                                  (11,839)      (3,643)
Net assets                                                                           12,742       27,421


Capital and reserves
Share capital                                                                           590          590
Share premium account                                                                   457          457
Profit and loss account                                                            (28,812)     (14,133)
Other reserves                                                                       40,507       40,507
Equity shareholders' funds                                                           12,742       27,421





Group Cash Flow Statement
Year ended 31 January 2003
                                                                    2003         2003        2002        2002
                                                                    #000         #000        #000        #000

Net cash inflow/(outflow) from operating activities                             2,289                 (1,436)

Returns on investment and servicing of finance
Interest received                                                     54                      105
Interest paid                                                      (425)                    (338)
Interest element of finance lease payments                         (150)                    (256)
                                                                                (521)                   (489)

Taxation                                                                        (138)                      96

Capital expenditure

Purchase of tangible fixed assets                                (1,208)                  (1,388)
Proceeds from assets held for resale                                   -                      593
Proceeds from disposal of property                                   175                      360
Proceeds from disposal of tangible fixed assets                       25                       22
                                                                              (1,008)                   (413)

Acquisitions and disposals

Acquisitions of Strines Textiles and Brushstrokes in the           (307)                    (575)
prior year
Net proceeds from disposal of operations                              81                      307

                                                                                (226)                   (268)

Equity dividends paid                                                               -                   (590)


Cash inflow/(outflow) before use of liquid resources and                          396                 (3,100)
financing

Management of liquid resources                                         -                                    -
Financing

Proceeds from new loans                                                -                      624
Principal repayments of finance lease obligations                (1,151)                  (1,063)
Repayment of borrowings                                          (1,225)                    (314)
                                                                              (2,376)                   (753)
Decrease in cash                                                              (1,980)                 (3,853)






Statement of Total Recognised Gains and Losses
Year ended 31 January 2003
                                                                                           2003        2002
                                                                                                   restated
                                                                                           #000        #000

Loss for the financial year                                                             (7,361)     (6,602)
Actual less expected return on pension scheme assets                                    (7,741)     (5,838)
Experienced losses arising on pension scheme liabilities                                  (577)        (44)
Currency translation differences                                                            181        (26)
Total recognised gains and losses relating to the year                                 (15,498)    (12,510)

Prior year adjustment                                                                   (3,643)

Total recognised losses since the last annual report                                   (19,141)






Reconciliation of Movements in Shareholders' Funds
Year ended 31 January 2003
                                                                                           2003        2002
                                                                                                   restated
                                                                                           #000        #000

Loss for the financial year                                                             (7,361)     (6,602)
Dividends                                                                                     -           -
Deficit for the year                                                                    (7,361)     (6,602)

Other recognised gains and losses relating to the year                                  (8,137)     (5,908)
Goodwill previously set off to reserves in respect of the disposal of operations            819           -

Net reduction to shareholders' funds                                                   (14,679)    (12,510)
Opening shareholders' funds
(originally #31,064,000 before deducting prior year adjustment of #3,643,000)            27,421      39,931

Closing shareholders' funds                                                              12,742      27,421






Notes to the accounts


1     SEGMENTAL ANALYSIS

                                                                                       Turnover
                                                                                           2003       2002
      (a) Classes of business                                                              #000       #000
      Fabrics                                                                            35,417     34,978
      Wallcoverings                                                                      19,328     23,382
      Other                                                                               3,516      2,755
                                                                                         58,261     61,115


                                                                                       Non-interest bearing
                                            Turnover             Loss before taxation  operating net assets

                                                2003       2002       2003       2002       2003       2002
                                                                             restated              restated
      (b) Geographical segments                 #000       #000       #000       #000       #000       #000
      By origin:
      United Kingdom                          46,188     49,357    (8,993)    (7,032)     19,236     33,819
      Continental Europe                       5,827      5,350        576        275      1,043      1,181
      North America                            6,246      6,408        442        124        163      1,429
                                              58,261     61,115    (7,975)    (6,633)     20,442     36,429


                                                                                           Turnover
                                                                                               2003       2002
                                                                                               #000       #000
     By destination:
     United Kingdom                                                                          40,335     43,011
     Continental Europe                                                                       9,006      9,393
     North America                                                                            8,292      8,002
     Rest of the World                                                                          628        709
                                                                                             58,261     61,115


     Non-interest bearing operating net assets are defined as tangible assets plus net current assets, but
     excluding cash, borrowings, tax and dividends.


2     ANALYSIS OF OPERATING LOSS
                                                                                           2003        2002
                                                                                                   restated
                                                                                           #000        #000
      Turnover                                                                           58,261      61,115

      Cost of sales                                                                    (31,745)    (34,949)
      Gross profit                                                                       26,516      26,166


      Net operating expenses:

      Distribution costs                                                               (11,169)    (11,172)
      Administrative expenses                                                          (19,198)    (21,490)
      Other operating income/(costs)                                                         49        (46)
      Operating loss                                                                    (3,802)     (6,542)



2     ANALYSIS OF OPERATING LOSS continued

      In the previous year, the operating loss included #2,600,000 of exceptional items. This comprised
      #1,183,000 for the costs of closing the Strines factory and transferring the business to the
      group's existing factory operated by Standfast including #480,000 of redundancy costs, #996,000 of
      further redundancies in the year, of which, #247,000 was paid to a past director as compensation
      for loss of office, #211,000 of professional fees in connection with the previously announced
      proposed offer for the company, #95,000 of costs resulting from moving the Anstey factory and
      #115,000 for the provision for vacant leasehold property.


3     PROFIT ON SALE OF PROPERTIES

      An additional #175,000 was received in the year, after achieving certain conditions regarding
      planning permission specified in the contract, for the disposal of the group's property in Anstey,
      Leicestershire. In the previous year, the property was sold for an initial consideration of
      #643,000, net of expenses, that generated an exceptional profit of #351,000. Later in that year
      the property in Cowling, West Yorkshire was sold for #360,000 net of expenses with a loss on
      disposal of #31,000.

      There is no tax effect on these disposals.


4     LOSS ON DISPOSAL OF OPERATIONS


                                                                                      2003          2002
                                                                                      #000          #000

     a) Provision for impairment on assets included in the disposal of             (3,507)             -
     Riverside

     b) Loss on disposal of TWIL                                                     (204)             -
     c) Loss on disposal of Warner Fabrics                                            (14)         (140)

     d) Provision against deferred consideration outstanding for the disposal        (100)             -
     of Cole & Sons
                                                                                   (3,825)         (140)


      a) On 20 May 2003, the trade and assets of the business trading as Riverside was sold for
      #2,801,000. The assets held at the balance sheet date have been impaired by the anticipated loss
      on disposal of #3,507,000. The loss comprises the following:

                                                                                                    #000

     Impairment of goodwill                                                                        (267)

     Recognition of goodwill previously set off to reserves                                        (819)
     Plant and equipment - fully impaired                                                          (615)
     Additional stock provision                                                                  (1,806)

                                                                                                 (3,507)



      b) On 24 January 2003, the trade and assets of Textile Wallcoverings International Limited ('
      TWIL') was sold for a consideration of #878,000, of which #81,000 had been received in cash by 31
      January 2003. After accounting for related costs the exceptional loss on disposal was #204,000, of
      which #142,000 was provision against the recoverability of the deferred consideration. The
      deferred consideration is dependent on sales by TWIL over the three year period following
      completion and is payable quarterly.


      c) In the previous year, the trade and certain of the assets of the business trading as Warner
      Fabrics were sold. The proceeds were agreed at #453,000, of which #337,000 had been received in
      cash at 31 January 2002. After accounting for related costs the exceptional loss on disposal was
      #140,000. In the current year, #14,000 of this consideration has been waived.


      d) A further provision of #100,000 has been made against the deferred consideration that remains
      outstanding on the sale of Cole & Sons in a prior year.

      There is no tax effect on the disposals in either year due to capital losses brought forward from
      previous periods.

      The disposal of the Riverside business has not been classed as a discontinued operation owing to
      the date of completion, being more than three months since the balance sheet date.


5     AMOUNTS WRITTEN OFF INVESTMENTS

      The directors believe there is likely to be a shortfall between the cost of the shares held by the
      ESOP and anticipated future proceeds and have decided to recognise this shortfall with an amount
      of #207,000 written off in the year (2002: #237,000).



6    OTHER FINANCE INCOME

                                                                                           2003         2002
                                                                                          #'000        #'000

     Expected return on pension scheme assets                                             2,256        2,504

     Interest on pension scheme liabilities                                             (2,068)      (2,010)
                                                                                            188          494


7     TAXATION

                                                                                        2003        2002
                                                                                        #000        #000
      UK corporation tax (credit)/charge at 30% (2002:30%)

                                                              - current year               -           -
      
                                                              - prior years            (622)           -
      
      Overseas taxation                                       - current year             243         126
                                                              - prior years                -       (183)
      
      Total current tax                                                                (379)        (57)
      Deferred tax                                            - current year              11          32
                                                              - prior years            (246)         (6)
                                                                                      
      Total deferred tax                                                               (235)          26
      Tax on loss on ordinary activities                                               (614)        (31)


      The difference between the loss on ordinary activities at the corporation tax rate of 30% ruling
      in the UK and the actual current tax shown above is explained below:

                                                                                        2003        2002
                                                                                                restated
                                                                                        #000        #000

    Loss on ordinary activities before taxation                                      (7,975)     (6,633)

    Loss on ordinary activities multiplied by standard rate of corporation tax       (2,393)     (1,990)
    in the UK of 30% (2002: 30%)
    Adjustments in respect to prior years                                              (622)       (183)
    Expenses not deductible for tax purposes                                           1,178         220
    Utilisation of prior year losses                                                    (52)        (57)
    Capital allowances in excess of depreciation                                         229        (27)
    Losses not recognised                                                              1,355       1,985
    Other timing differences                                                            (74)         (5)
    Total current tax                                                                  (379)        (57)


8    LOSS PER SHARE

     The basic loss per share and diluted loss per share are based on the loss on ordinary activities after
     taxation, amounting to #7,361,000 (2002: #6,602,000 loss) and the weighted average of 56,457,016 (2002:
     56,457,016) ordinary shares in issue during the year.


9    DISPOSAL OF TEXTILE WALLCOVERINGS INTERNATIONAL LIMITED ('TWIL')

     On 24 January 2003, the group sold the trade and assets of the TWIL business.
                                                                                                        #000
     Proceeds from sale                                                                                  878

     Provision against deferred consideration                                                          (142)
     Deferred proceeds                                                                                 (655)

     Net cash inflow                                                                                      81


     The disposal comprised the following:
     Stock                                                                                               510
     Debtors                                                                                             278
                                                                                                         788

     Loss on disposal                                                                                  (204)
     Accrued professional fees and severance payments                                                    124
     Provision for impairment of fixed assets                                                             28
     Deferred proceeds                                                                                 (655)

     Net cash inflow                                                                                      81



10    RECONCILIATION OF OPERATING LOSS TO NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES

                                                                                         2002         2002
                                                                 2003        2003    restated     restated
                                                                 #000        #000        #000         #000

      Operating loss                                                      (3,802)                  (6,542)
      Depreciation and amortisation                             3,111                   3,694
      Difference between pension charge and                        66                     455
      cash contributions
      Loss on disposal of fixed assets                              2                      20
      Decrease/(increase) in stocks                             2,136                    (25)
      Decrease in debtors                                       3,253                   2,009
      Decrease in creditors                                   (2,477)                 (1,047)
                                                                            6,091                    5,106
      Net cash inflow/(outflow) from operating                              2,289                  (1,436)
      activities




11   ANALYSIS OF NET DEBT

                                                1 February                    Other   Exchange  31 January
                                                      2002   Cash flow    movements   movement        2003
                                                      #000        #000         #000       #000        #000

     Cash at bank and in hand                        2,234     (1,886)            -        148         496
     Overdrafts                                    (5,707)        (94)            -         47     (5,754)
                                                   (3,473)     (1,980)            -        195     (5,258)
     Debt due within one year                      (1,222)       1,222        (307)          -       (307)
     Debt due after one year                         (716)           3          307          1       (405)
     Finance leases                                (2,454)       1,151            -          -     (1,303)
                                                   (4,392)       2,376            -          1     (2,015)
                                                   (7,865)         396            -        196     (7,273)




12   RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT

                                                                                           2003         2002
                                                                                          #'000        #'000

     Decrease in cash in the period                                                     (1,980)      (3,853)

     Decrease in debt and lease financing                                                 2,376          753
     Cash inflow/(outflow) from cash flows                                                  396      (3,100)
     Exchange movement                                                                      196         (46)
     Movement in period                                                                     592      (3,146)

     Net debt at 1 February                                                             (7,865)      (4,719)
     Net debt at 31 January                                                             (7,273)      (7,865)




13  PENSIONS

    The group operates defined benefits and defined contribution schemes in the UK for all qualifying
    employees. The major scheme, Walker Greenbank Pension Plan, is of the defined benefit type and the
    assets of each of the schemes are held in separate trustee administered funds. In addition, there are
    defined benefit schemes for all qualifying employees of Abaris Holdings Limited and John O Borge a.s.

    The pension cost relating to the UK defined benefit schemes are assessed in accordance with the advice
    of an independent qualified actuary, Gissings Consultancy Services Limited, using the projected unit
    method. These schemes are subject to triennial actuarial reviews with the most recent ones having been
    at 6 April 2001 for both the major scheme and the Abaris Holdings Limited Pension Scheme. The John O
    Borge a.s scheme was valued in accordance with the Norwegian Financial Accounting Standard for Pension
    Benefits at 31 December 2002. These valuations were rolled forward to 31 January 2003 for the purposes
    of FRS 17 used in the disclosure below.

    The total pension cost charged in the year was #806,000 (2002: #909,000) of which the charge for the
    defined benefit pension schemes amounted to #491,000 (2002: #693,000) for current service. The amount
    charged for past service in the period was #nil (2002: #nil).

    Financial assumptions applied when valuing the defined benefit schemes

                                                            2003                2002                  2001
    Valuation method                              Projected Unit      Projected Unit        Projected Unit

    Discount rate                                          5.75%               5.75%                  6.0%

    Inflation rate                                          2.5%                2.5%                 2.75%

    Increase to deferred benefits during                    2.5%                2.5%                 2.75%
    deferment
    Increases to pensions in payment                        2.5%                2.5%                 2.75%

    Salary increases                                        2.5%                3.0%                 3.25%



    Consolidated net (deficit)/surplus in the pension schemes and the expected rates of return


                                                            2003                2002                  2001
                                                           Group               Group                 Group
                                                            #000                #000                  #000

      Equities                                8.25%       16,686     7.9%     22,788       7.9%     25,451
      Bonds                                    4.5%        9,930     5.5%      9,383       5.5%     10,479
      Cash                                    3.75%        1,362       4%      1,341         4%      1,498
      Total market value of assets                        27,978              33,512                37,428

      Present value of scheme                           (39,817)            (37,155)              (35,228)
      liabilities
      (Deficit)/surplus in the schemes                  (11,839)             (3,643)                 2,200

     The deficit of #3,643,000 in 2002 exceeds the amount previously disclosed of #2,305,000 due to an
     error in the actuarial calculations relied upon when preparing the accounts.



13   PENSIONS continued


     Movement in (deficit)/surplus during the period
                                                                                       2003         2002
                                                                                      #'000        #'000

     (Deficit)/surplus at beginning of period                                       (3,643)        2,200

     Movement in the period:
     Current service cost                                                             (491)        (693)
     Contributions                                                                      425          238
     Other finance income                                                               188          494

     Actuarial loss                                                                 (8,318)      (5,882)
     Deficit at end of period                                                      (11,839)      (3,643)


     A deferred tax asset has not been offset against this potential liability because of carried
     forward tax losses that are not expected to be fully utilised in the foreseeable future.



     History of experience gains and losses

                                                                                           2003         2002
     Difference between the expected and actual return on scheme assets

     Amount (#'000)                                                                     (7,741)      (5,838)
     Percentage of scheme assets                                                          27.7%        17.4%

     Experience gains and losses on scheme liabilities

     Amount (#'000)                                                                       (577)         (44)

     Percentage of the present value of scheme liabilities                                 1.4%         0.1%



     Total amount recognised in statement of total recognised gains and losses

     Amount (#'000)                                                                     (8,318)      (5,882)

     Percentage of present value of scheme liabilities                                    20.9%        15.8%




14   POST BALANCE SHEET EVENT

     On 20 May 2003, the trade and assets of the group's business trading as Riverside was sold for #2,801,000
     with an anticipated loss on disposal of #3,507,000 subject to final adjustments.






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