RNS Number:7110W
AGA Foodservice Group PLC
19 March 2004


19th March 2004

FOR IMMEDIATE RELEASE

                           AGA FOODSERVICE GROUP PLC

                            2003 PRELIMINARY RESULTS

                                 HIGHLIGHTS

Full year to 31st December 2003                  2003       2002
                                                        Restated
                                                Total      Total      Increase
                         #m         #m             %
Turnover                                        392.4      330.3          18.8
Operating profit before goodwill amortisation    33.2       30.9           7.4
Operating profit                      25.2       24.4           3.3
Profit before tax and goodwill amortisation      35.9       34.1           5.3
Profit before tax                                27.9       27.6           1.1
Shareholders' funds                             281.9      271.7
Net cash                                         29.6       55.5
Basic earnings per share                         17.2p      15.6p         10.3
Basic earnings per share before goodwill
amortisation                                     23.3p      20.7p         12.6
Dividend per share                                7.2p       6.0p         20.0

2003 Highlights:

   * Good performance from consumer operations: turnover up 18% to #205
    million.

   * Record years for Aga and Rangemaster while economic conditions in the US
    held back Domain.

   * Aga achieved 'Project 10,000'; new target, 'Project 15,000' set for
    2006.

   * Progress achieved by foodservice operations : US strong, Europe quieter.
    Turnover, with prior year acquisitions, up 24% to #186 million.


2004 Outlook:

   * Satisfactory trading at the start of 2004. UK consumer activities are
    strong and US improving slowly. Markets across the foodservice activities
    remain mixed.

  * Cash balances to be used to fund share buy-backs as appropriate and
    business development programmes.


"We have made a sound start to the new financial year after a satisfactory
performance in 2003. The focus in 2003 on product development and on the retail
infrastructure is proving its worth. This is seen with the 13-amp electric Aga
and the revolutionary Infinity Fryer which produces healthier food and a healthy
and more energy efficient kitchen environment.

Our 20% increase in thedividend for the second year in a row reflects our
confidence in the Group going forward."

William McGrath
Chief Executive

Enquiries:

William McGrath, Chief Executive                0207 404 5959 (today)
Shaun Smith, Finance Director       0121 711 6015 (thereafter)

Jonathan Glass (Brunswick)                      0207 404 5959



Aga Foodservice Group plc

                           2003 Preliminary Statement

                  CHAIRMAN'S AND CHIEF EXECUTIVE'S STATEMENTS

2003 saw the Group make substantial progress. We delivered a sound set of
results for 2003, with good growth in many areas compensating for the weak
demand we encountered in others. We developed new product ranges and the routes
to market toenable us to grow strongly. We move into 2004 confident that, after
a period of consolidation, we are ready to produce the growth that the
reinvestment process, started in 2001, was designed to achieve.

Consumer Operations

In 2003 our consumer operations progressed well. Our strong retail strategy of
providing targeted, accessible retail outlets and strengthened distribution
routes, supporting the broad product ranges we now have, in both appliances and
home fashions, enabled us to delivera strong overall performance.

Achieving our 2003 target, set at the start of 2001, of annual sales of 10,000
Aga branded cookers - up from under 8,000 in 2001 - was a landmark for the
Group. Over the last three years we have demonstrated that we can develop the
products and the brands to be a major force in premium appliances. Now, we can
set more ambitious targets not only in the UK but also in Continental Europe and
North America. This applies to not only Aga-Rayburn, but to Rangemaster andto
Northland-Marvel, the US refrigeration business we acquired last September. To
assist in achieving these targets, a major objective for 2004 is to add new
displays for all our consumer appliances.

An important component in selling a greater number of Agas has been the links
with our home furnishings operations. Fired Earth in the UK, Domain in the US
and Grange, in both Europe and the US, have helped create a broader distribution
capability. Our 'Great Rooms' concept, which encompasses the kitchen and living
room in one area, has been embraced by a widening customer base.

Taken overall, our consumer operations had a good year with turnover of #204.6
million and operating profits before goodwill amortisation of #18.1 million
compared to #173.6 million and #17.2 million respectively in 2002.

Foodservice Operations

In foodservice, we drove forward with our plans to have all key products
approved and available in all the major markets in which we operate. We invested
heavilyin research and development to make ourselves best able to respond to
the growing needs of major customers to have energy efficient, environmentally
friendly and easy to operate products. We can now bring, with 'Aga Foodservice
Know-How', a quite exceptional and innovative range of products to customers, be
they in the UK, Europe or in North America.

In the UK, trading was difficult with weak demand from pubs and supermarkets
while sector reorganisations were underway. In Europe, Bongard, ourbakery
business has strengthened and focused its product range; improved manufacturing
costs while responding to lacklustre economic conditions.

In North America we had a pleasing year. In bakery we are strong in doughnut
equipment and with cafe bakeries. In refrigeration we have steadily improved
performance and new products help strengthen further our market position.

Foodservice operations saw operating profits before goodwill amortisation
increase from #13.0 million to #14.3 million onturnover up from #149.7 million
to #185.7 million.

Strategic Progress

Since March 2001, Aga Foodservice Group has embarked on a clear and consistent
strategy both in its consumer and foodservice operations. Through a series of
acquisitions over the last three years we have helped build a wider product
range and distribution network across the US, Europe and the UK. Against the
backdrop of mixed market conditions we now have a stronger business model and
platform for growth. Our focus is primarily on obtaining the substantial
benefits that the investments made can bring.

We will continue to invest to develop our existing operations, notably in new
products and in distribution structures. We also see scope for using our strong
balance sheet to provide value directly to shareholders, through higher
dividends and where attractive through a share buy-back programme. This is
reflected in the dividend for 2003 being increased by 20% from 6.0 to 7.2 pence
per share; the second year of such an increase.

Prospects

2004 will be an exciting year for the Group as the work of the last three years,
on new products and on the routes to market, drives top line growth. We are
building on our strength in the UK in consumer and foodservice markets to become
a strong force in North America and on the Continent. The new generation of Aga
cookers and the revolutionary Infinity Fryer epitomise our plans.

The current year has started satisfactorily, particularly for the consumer
activities in the UK. We are starting to see more opportunities for those
businesses that had a challenging 2003, like Domain in the US and our European
foodservice operations, which should lead to an improved performance later this
year. We can therefore expect to see further growth achieved in 2004 and have
confidence that the benefits of our strategic planning of recent years will be
demonstrable.

V Cocker                                                           W B McGrath
Chairman         Chief Executive


19th March 2004

OPERATIONAL REVIEW - 2003 PRELIMINARY RESULTS FOR AGA FOODSERVICE GROUP PLC

Consumer Operations (Turnover #204.6 million and operating profits before
goodwill amortisation #18.1 million)

Creating a strong international business centred on Aga and key foodservice
product lines was the objective we set ourselves three years ago. Our broadened
product ranges and new routes to market show how much progress hasbeen made.
Aga is our centre stage business. Aga enjoyed another record year, importantly
achieving our stated target of 10,000 sales in 2003, set in 2001 when sales were
under 8,000. The impetus has come from new products like the 3-oven model; the
Six-Four conventional cooker and from increased sales outside the UK. We have
now set a new objective - Project 15 - of 15,000 sales worldwide by 2006. An
important driver of growth will be our new range of electric Aga products which
ensure that wherever the customer lives we have a product to suit.

Rangemaster had an excellent year, highlighting the benefits of the radical
business transformation undertaken in 2002 to focus on higher margin products.
Further, the current product range willsupport growth not just in the UK but
also overseas. In the US and in Europe we have already launched versions of the
Rangemaster Elan. In all our key consumer markets we are now looking to
refrigeration to be an important product range. The free-standing Aga and Falcon
fridges built in the UK by Williams are establishing themselves. Now the
under-counter range of fridges from Marvel are to be available in the UK. We are
looking to make wine fridges and ice makers mainstream European products as they
are in North America.

Taking Aga-Rayburn, Rangemaster and Northland-Marvel's collective ranges
highlights that the Group is becoming a major upscale appliance company with a
powerful product offering, both in cookers and in refrigeration.

A factor, which sets us apart from many manufacturers, is our close links to the
end consumer which our home fashion operations provide. Fired Earth, Domain and
Grange all feature Group products in showrooms creating room sets capturing the
imagination of customers. We now have some exceptional retail outlets - the new
Aga/Fired Earth store at Darts Farm in Exeter; the Aga/Grange store in the
centre of Paris and the 15,000 square feet, Aga/Domain store in Natick, Boston -
highlighting the exciting products the Group now has.

In 2003 our consumer businesses enjoyed a strong year, led by record
performances at Aga-Rayburn and Rangemaster. Turnover reached #204.6 million and
operating profits before goodwill amortisation were #18.1 millioncompared to
#173.6 million and #17.2 million respectively in 2002: increases of 17.8% and
5.2%. In the year, UK growth was partially offset by a weak US performance. Aga
Ranges, in the US, made losses of #0.5 million after marketing investments
during the year and Domain saw profits fall by over #2 million from over #2.5
million. This was caused by sales in like-for-like stores being down 7%, in line
with the fall in the US furniture industry market. In addition, we invested in 5
new Aga/Domain stores which have now added nearly 30% of selling space to Domain
but which during pre-opening and initial trading inherently do not contribute to
profits. Our optimism in the US for 2004 reflects the expected turnaround from
Domain - already written sales are well ahead of last year - and the higher
level of Aga sales through Domain and the total dealer structure.

Foodservice Operations (Turnover #185.7 million and operating profits before
goodwill amortisation #14.3 million)

In foodservice in Europe we have faced some difficult market conditions. When
key accounts are at low points in capital spending cycles, volumes and margins
are obviously difficult to sustain. The answer is to have a geographical and
product spread that reducesexposure to any one customer or sector. In addition,
we are seeing increased demand for new innovative product ranges which meet
today's needs to reduce waste, energy emissions and raise food quality. These
are products which respond to customer needs to implement corporate social
responsibility requirements and create pleasant, hygienic working environments
for staff. 2003 was a year in which a concerted effort was put into preparing
such products to bring to the market and we will see the benefits of this effort
in 2004 and the years ahead.

Falcon, our prime cooking manufacturer, based in Scotland, is now launching a
new range of fryers that use Rayburn pre-mix burner technology. We believe it
will revolutionise the fryer market. In refrigeration our Glycol range, which
uses an inert fluid to cool products more efficiently, uses less energy and has
shorter pull down times. Glycol is used in major industrial sites and we have
taken it into mainstream commercial settings.

In bakery we have a flexible bake-off concept, devised in Wales by Mono and now
seen in Marks and Spencer, which will underpin our effort to expand, in
particular, into the US neighbourhood bakery market. Our plan to have all key
products available in all markets has been a major objective and is now becoming
a reality. We have an e.catalogue providing data access and have worked to
obtain necessary product approvals and to adapt products for individual markets.

2003 was a testing year because of the lack of demand in many areas - notably in
Europe. We have worked hard during this time to improve underlying market
positions by offering product supported by service. During 2003 we won some
important new business becoming sole equipment and service support supplier to
Sainsbury's and winning new work with Whitbread and Mitchell & Butlers.

On the Continent, bakery markets were patchy. We responded by focusing the
business; withdrawing from oil oven markets in Holland, rationalising the
central management structure and raising manufacturing efficiencies. While
turnover actually fell, operating profits were ahead before reorganisation and
discontinued costs. The benefit of the actions taken at Bongard should be seen
in an improved performance in 2004.

In North America we had a good year. A major achievement in 2003 was to produce
a new complete package of products sourced from five Group companies for one of
our long held US customers. In addition, we confirmed our status as the world
leader in doughnut equipment, successfully introducing Thermoglaze which
produces quality doughnuts from frozen. In refrigeration we had a good year and
with nearly $2 million now invested in new equipment, we are looking to raise
output at lower unit costs.

Taken overall in foodservice, turnover of #185.7 million was up from #149.7
million and operating profits before goodwill amortisation were #14.3 million
compared to #13.0 million: increases of 24.0% and 10.0% respectively.

Financials

2003 saw the Group's turnover move ahead sharply again as we built the scale of
the operation to #392.4 million from #330.3 million. Operating profits before
goodwill amortisation were ahead at #33.2 million in a tough trading year in
which we also absorbed high retail start up costs. With the growing focus on new
products as a key driver of the business and the coming changes in International
Accounting Standards, the directors decided to capitalise development costs. Net
interest receivable fell from #3.2 million to #0.9 million.

Overall cashflow from operations was #23.9 million. Net cash at 31st December
2003 was #29.6 million compared with #55.5 million a year earlier. Working
capital increased by #10.3 million as the Group supported its international
expansion plans by having more product available on the ground for sale
ex-stock. We made product and capital investments costing #20.5 million,
including #2.7 million of development spend and #5.1 million for the new factory
for Falcon, much of the cash to be recouped in the first half of 2004, on the
move from the existing site which has been sold for housing. There were also
acquisition costs of #16.1 million primarily relating to the acquisition of
Northland-Marvel in the US.

The tax rate in the accounts is 15.6% on profit before tax of #35.9 million
before goodwill amortisation and 20.1% after goodwill amortisation. We expect
the changing international shape of the Group will mean the tax rate continues
to be below the UK standard rate at least until 2005.

The Group has a substantial pension scheme reflective of its long history. A
full actuarial valuation was carried out as at 31st December 2002. This showed
that on a SSAP 24 valuation basis the scheme was in surplus. Prior to the
introduction of IAS/FRS 17 in 2005 this means that - taken with provisions set
up for the purpose in 2001 - the profit and loss account charge for pensions is
minimal. The valuation of the scheme on an FRS 17 basis- taking into account
the 2002 valuation data - showed that its position had strengthened and the net
deficit after deferred tax had fallen from #45.6 million to #19.6 million. The
company continued to contribute to the scheme in 2003 - to a total of #5.5
million - down from #7.4 million. As the pensionable payroll of active members
reduces this will fall again in the current year to under #4 million.

Earnings per share before goodwill amortisation were 23.3 pence (2002: 20.7
pence) and were17.2 pence (2002: 15.6 pence) after goodwill amortisation. The
average number of shares in issue remains approximately 129 million.

The move to International Accounting Standards in 2005 has been considered by
the Group. The effect will be seen inaccounting for goodwill which will be held
on the balance sheet subject to an annual impairment test; in pensions with IAS
rules closer to FRS 17 and in the appraisal of capital projects. In 2003 the
Group moved to align itself with IAS and competitor approach to development
expenditure and has taken to the balance sheet #2.7 million of costs of key new
products like the electric Aga and the revolutionary Infinity Fryer developed in
2003. Prior year figures have been restated accordingly.

The Group keeps the overall financial structure of the business under review.
The acquisition programme was slowed in 2003 - even though opportunities remain
available - to ensure that the benefits of steps already taken are accrued. More
investment will be made but there is also scope to step up the dividend and move
the base dividend cover policy to around 2.5 times fully taxed earnings from 3
times. Hence the increase in the final dividend to 7.2 pence. Share buy-backs
are attractive and the directors have approved such a buy-back. Shares may be
held in treasury.

Outlook

2003 saw the Group drive on with the creation of an international business,
becoming more than a local manufacturer. This was a major cultural shift and one
that requires follow through in both product and marketing to be effective. We
have invested in and established broader product ranges, strengthened our
retailing and distribution activities from which benefits will arise. We are
looking to 2004 with enthusiasm - aware we are able to deal with testing markets
- and to benefit in growing markets and recognising we are less beholden to any
one market or customer than ever before.

                         GROUP PROFIT AND LOSS ACCOUNT

                2003       2002
                                                                      Restated
                                                                 #m         #m
Turnover
Continuing operations                                         382.0
Acquisitions                                                    8.3          
------------------------------------------------------------------------------

Total continuing operations               390.3      323.3
Discontinued operations                                         2.1        7.0
------------------------------------------------------------------------------

Total turnover                                       392.4      330.3
------------------------------------------------------------------------------

Operating profit
-----------------
Continuing operations                                          33.0
Acquisitions                          0.7            
------------------------------------------------------------------------------

Total continuing operating profit before goodwill              33.7       31.4
amortisation
Goodwill amortisation             (8.0)      (6.5)
-------------------------------------------------------------------------------

                                                               25.7       24.9 
------------------------------------------------------------------------------
                                                                              
Continuing operations                                          25.1       24.9
Acquisitions                                           0.6          -
-------------------------------------------------------------------------------

Total continuing operations                                    25.7       24.9
Discontinued operations                                        (0.5)      (0.5)
-------------------------------------------------------------------------------

Total operating profit                                         25.2       24.4
Disposal of businesses                                          1.8       -
-------------------------------------------------------------------------------

Profit before interest and tax                                 27.0       24.4
Net interest receivable                                         0.9        3.2
-------------------------------------------------------------------------------

Profit on ordinary activities before tax                       27.9       27.6
Tax on profit on ordinary activities                           (5.6)      (7.4)
-------------------------------------------------------------------------------

Profit on ordinary activities after tax                        22.3       20.2
Equity minority interests                                      (0.1)      (0.1)
-------------------------------------------------------------------------------

Profit attributable to shareholders                            22.2       20.1
Dividends                                                      (9.3)      (7.8)
-------------------------------------------------------------------------------

Profit retained                                                12.9       12.3       
-------------------------------------------------------------------------------
                                 
Earnings per share                                               p           p
Basic                                                         17.2        15.6
Diluted                                                       17.1        15.6
Basic - before goodwill amortisation                          23.3        20.7

                              GROUP BALANCE SHEET

As at 31st December                                           2003        2002
                      Restated
                                                                #m          #m
Fixed assets
Intangible assets                                            140.7       139.3
Tangible assets      73.2        62.2
Investments                                                    5.8         2.8
-------------------------------------------------------------------------------
Total fixed assets               219.7       204.3
-------------------------------------------------------------------------------

Current assets
Stocks                                                        61.3        52.0
Debtors                    102.7        93.1
Cash at bank and in hand                                      52.0        78.8
-------------------------------------------------------------------------------

Total current assets                 216.0       223.9
------------------------------------------------------------------------------

Creditors - amounts falling due within one year
Operating creditors                                          (88.9)      (89.6)
Borrowings                                                    (2.2)      (22.5)
Tax and dividends payable                                     (9.5)       (7.5)
-------------------------------------------------------------------------------

Total amounts falling due within one year                   (100.6)     (119.6)
-------------------------------------------------------------------------------

Net current assets                                           115.4       104.3
-------------------------------------------------------------------------------

Total assets less current liabilities                        335.1       308.6

Creditors - amounts falling due after more than one year
Creditors                                    (2.2)       (2.4)
Borrowings                                                   (20.2)       (0.8)
Provisions for liabilities and charges                       (30.4)      (33.3)
-------------------------------------------------------------------------------

Total net assets employed                                    282.3       272.1
-------------------------------------------------------------------------------

Capital and reserves
Called up share capital                 32.4        32.3
Share premium account                                         59.9        59.9
Revaluation reserve                                            2.4         3.0
Capital redemption reserve                           35.0        35.0
Profit and loss account                                      152.2       141.5
-------------------------------------------------------------------------------

Total shareholders' funds                                    281.9       271.7
Equity minority interests                                      0.4         0.4
-------------------------------------------------------------------------------

Total funds                                                  282.3       272.1
-------------------------------------------------------------------------------

GROUP CASH FLOW STATEMENT

Year to 31st December                                        2003         2002
---------------------
                               Restated
                                                               #m           #m

Net cash inflow from operating activities                    23.9         22.0
Net returns on investments and servicing of finance           0.9          3.9
Tax paid                                                     (5.2)        (7.8)
Net capital expenditure and product development             (20.5)        (8.9)
Cash outflow for acquisitions                        (16.1)       (43.3)
Equity dividends paid                                        (8.1)        (6.7)
-------------------------------------------------------------------------------

Net cash outflow before financing                           (25.1)       (40.8)

Financing
- issue of ordinary share capital                             0.1          3.8
- decrease in debt                                           (1.7)       (41.5)
-------------------------------------------------------------------------------

Net financing                                                (1.6)       (37.7)
-------------------------------------------------------------------------------

Decrease in cash in the year                                (26.7)       (78.5)
-------------------------------------------------------------------------------

Reconciliation of net cash flow to movement in net cash
Decrease in cash in the year                                (26.7)       (78.5)
Decrease in debt1.7         41.5
-------------------------------------------------------------------------------

Change in net cash resulting from cash flows                (25.0)       (37.0)
Borrowings acquired with acquisitions                        (0.4)       (24.6)
Loan notes cancelled for acquisitions                           -          0.3
Exchange adjustment                                          (0.5)         0.7
-------------------------------------------------------------------------------

Decrease in net cash                                        (25.9)       (60.6)
Opening net cash                                             55.5        116.1
-------------------------------------------------------------------------------

Closing net cash                                             29.6         55.5
-------------------------------------------------------------------------------

Reconciliation of operating profit to net cash inflowfrom operating activities

                                                                #m          #m

Operating profit                                              25.2        24.4
Intangibles amortisation                                     8.3         6.6
Depreciation                                                   8.1         6.7
Profit on disposal of fixed assets                            (1.5)       (1.2)
(Increase) / decrease in stocks                               (7.5)      0.6
(Increase) / decrease in debtors                               1.7       (13.9)
Increase / (decrease) in creditors                            (4.5)        2.0
Increase / (decrease) in provisions                           (5.9)       (3.2)
-------------------------------------------------------------------------------

Net cash inflow from operating activities                     23.9        22.0
-------------------------------------------------------------------------------

           SUPPLEMENTARY STATEMENTS

Year to 31st December                                            2003       2002
---------------------
                                                                        Restated
                     #m         #m
Statement of total recognised gains and
losses
Profit attributable to shareholders                              22.2       20.1
Exchange adjustments on net investments                      (3.2)      (3.3)
---------------------------------------------------------------------------------

Total recognised gains and losses relating to the year           19.0       16.8
Prior year adjustment (note 5)                                  1.1          -
---------------------------------------------------------------------------------

Total recognised gains and losses since last annual report        20.1       16.8
---------------------------------------------------------------------------------




                                                               2003       2002
                                                                      Restated
                                                                 #m  #m
Reconciliation of movements in shareholders'
funds
Total recognised gains and losses relating to
the year                                                       19.0       16.8
Dividends                                                     (9.3)      (7.8)
New share capital subscribed        - share premium               -        3.2         
                                    - share capital             0.1        0.4
                                              
Future share scheme issues                                      0.4        0.2
 ------------------------------------------------------------------------------
Net increase in shareholders' funds                            10.2       12.8
Shareholders' funds at 1st January
(2002: originally #258.4m before a prior year                 271.7      258.9
adjustment of #0.5m)                                                           
-------------------------------------------------------------------------------
Shareholders' funds at 31st December                          281.9      271.7
-------------------------------------------------------------------------------

                               SEGMENTAL ANALYSIS
                                   2003    2002 Restated
                                                Net                                    Net
                              Operating   operating                  Operating   operating
By business        Turnover     profit      assets   Turnover          profit      assets
group
                         #m          #m          #m         #m              #m          #m
UK & European
Consumer              154.2        17.5        50.7      137.1            14.5 50.5
US Consumer            50.4         0.6         9.3       36.5             2.7         2.4
UK & European
Foodservice           143.3         8.9        66.9      106.7             9.5        48.9
US Foodservice         42.4         5.4  8.2       43.0             3.5         6.1
-------------------------------------------------------------------------------------------
Total continuing
operations            390.3        32.4       135.1      323.3            30.2       107.9
Other items               -         1.3           -          -             1.2           -
Goodwill                  -        (8.0)      137.2          -            (6.5)      138.2
Discontinued operations 2.1        (0.5)      (10.6)       7.0      (0.5)      (18.3)
-------------------------------------------------------------------------------------------
Total Group           392.4        25.2       261.7      330.3            24.4       227.8
-------------------------------------------------------------------------------------------

Net operating assets exclude net debt, dividends payable and taxation balances.
Goodwill amortisation on continuing operations relates to UK & European Consumer
#1.6m (2002: #1.6m), US Consumer #0.6m(2002: #0.4m), UK & European Foodservice
#4.4m (2002: #3.2m) and US Foodservice #1.4m (2002: #1.3m).
US Consumer includes acquisition turnover of #8.3m and operating profit before
goodwill of #0.7m.

                                   2003        2002 Restated
                                                Net                                    Net
                              Operating   operating                  Operating   operating
By geographical    Turnover      profit      assets   Turnover          profit      assets
origin
                         #m          #m          #m         #m              #m          #m
United Kingdom        241.7        24.9       105.2      229.1            24.0        92.0
NorthAmerica          92.8         5.5        14.7       79.5             6.2         5.5
Europe                 51.9         2.5        13.1       11.0             0.6         8.6
Rest of World           3.9         0.8         2.1        3.7            0.6         1.8
---------------------------------------------------------------------------------------
Total continuing
operations            390.3        33.7       135.1      323.3            31.4       107.9
Goodwill                 -         (8.0)      137.2          -            (6.5)      138.2
Discontinued operations 2.1        (0.5)      (10.6)       7.0            (0.5)      (18.3)
-------------------------------------------------------------------------------------------
Total Group392.4        25.2       261.7      330.3            24.4       227.8
-------------------------------------------------------------------------------------------

Goodwill amortisation on continuing operations relates to United Kingdom #4.6m
(2002: #4.6m), North America #2.0m (2002: #1.7m) and Europe #1.4m (2002: #0.2m).
Other items relate entirely to the United Kingdom.

Turnover by geographical destination              2003             2002
                                         #m         %      #m       %
United Kingdom                             228.9      58.6   216.9    67.1
North America                               92.0      23.6    78.9    24.4
Europe                                      61.6      15.8    19.15.9
Rest of World                                7.8       2.0     8.4     2.6                 
---------------------------------------------------------------------------
                                                                         
Total continuing operations                390.3     100.0   323.3   100.0
---------------------------------------------------------------------------

                               EARNINGS PER SHARE

Year to 31st December                     2003             2002
---------------------
                                                                      Restated
                                                           #m               #m
Earnings
Profit on ordinary activities after tax                  22.3             20.2
Minority interests                                       (0.1)            (0.1)
Goodwill amortisation                                     8.0              6.5
-------------------------------------------------------------------------------

Earnings before goodwill amortisation                    30.2             26.6
-------------------------------------------------------------------------------

Profit on ordinary activities after tax  22.3             20.2
Minority interests                                       (0.1)            (0.1)
-------------------------------------------------------------------------------
Earnings - for basic and diluted EPS                22.2             20.1
-------------------------------------------------------------------------------

Weighted average number of shares in issue                million      million
For basic EPS calculation                                   129.4        128.5
Dilutive effect of share options                              0.5          0.5
-------------------------------------------------------------------------------
For diluted EPS calculation                                 129.9        129.0
-------------------------------------------------------------------------------


Earnings per share                                               p           p
Basic                                                         17.2        15.6
Diluted                                                       17.1        15.6
Basic - before goodwill amortisation                          23.3        20.7
-------------------------------------------------------------------------------

            NOTES

1. Dividends

The Board has approved the payment of a final dividend amounting to 5.0p per
share (2002: 4.1p). An interim dividend of 2.2p per share (2002: 1.9p) has
already been paid, making the total dividend for the year 7.2p per share (2002:
6.0p). The final dividend will be paid on 4th June 2004 to shareholders
registered on 30th April 2004.

2. Exchange rates

The profit and loss accounts of overseas subsidiaries are translated into
sterling using average exchange rates, balance sheets are translated at year end
rates. The main currencies and exchange rates are:

Year to 31st December                                     2003            2002
Average
EUR                                           1.45            1.59
USD                                                       1.64            1.50
Year end
EUR                                                       1.42            1.53
USD                                              1.79            1.61


                               NOTES (Continued)

3. Tax on profit on ordinary activities
                                                                   2003   2002
                                             #m     #m

United Kingdom corporation tax based on a rate of 30% (2002: 30%):

Current tax on income for year                                      3.2    3.7
Adjustments in respect of prior years                             (0.3)  (2.1)
-------------------------------------------------------------------------------
Corporation tax                                                     2.9    1.6
Deferred tax charge in year                                         1.0    2.4
Adjustments in respect of prior years                                 -    0.8
-------------------------------------------------------------------------------
Deferred tax                                                        1.0    3.2
-------------------------------------------------------------------------------
Total United Kingdom tax                                            3.9    4.8
-------------------------------------------------------------------------------
Overseas tax
Current tax on income for year                                      1.2    1.9
Adjustments in respect of prior years                                 -    0.7
-------------------------------------------------------------------------------
                  1.2    2.6
Deferred tax                                                        0.5      -
-------------------------------------------------------------------------------
Total overseas tax            1.7    2.6
-------------------------------------------------------------------------------
Tax on profit on ordinary activities                                5.6    7.4
-------------------------------------------------------------------------------

4. Disposal of businesses
                                                                          2003
                                                                            #m
Release of provision     (3.8)
Loss on disposal of businesses                                             2.0
-------------------------------------------------------------------------------
Disposal of businesses              1.8

5. Prior year adjustment
                                                                          2003
                                                                            #m
Included in intangible assets are the following relating to capitalised
development costs:

Net book value at 1st January - as restated                                1.1
Additions in the year                                                      2.7
Charge for the year(0.3)
-------------------------------------------------------------------------------

Net book value at 31st December                                            3.5

The prior year adjustment is a result of a change in accounting policy relating 
to the capitalisation of product development costs, under SSAP13. This has 
resulted in an increase in profit on ordinary activities of #2.4m in 2003 
(2002: #0.6m).

                       FIRST HALF 2004 FINANCIAL CALENDAR

Report and accounts posted                               2nd April 2004
Record date for final ordinary dividend                  30th April 2004
Annual General Meeting                                   7th May 2004
Final ordinary dividend payable                          4th June 2004
2004 half year end                                       30th June 2004


The financial information set out in this announcement does not constitute the
Company's statutory accounts for the years ended 31st December 2003 and 2002 but
is derived from those accounts. Statutory accounts for 2002 have been delivered
to the Registrar of Companies and those for 2003 will be delivered following the
Company's Annual General Meeting. The Company's auditor has reported on these
accounts; its reports were unqualified and did not contain statements under
section 237(2) or (3) of the Companies Act 1985.




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

END
FR QKFKPBBKBBND

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