RNS Number:8465S
AWG PLC
04 December 2003
AWG Plc interim results announcement
for the half-year ended 30 September 2003
Financial summary
Six months Six months
ended 30 ended 30
September September
(H1) (H1)
2003 2002
#m #m
Turnover (including share of joint ventures) 924.7 945.8
Turnover (excluding share of joint ventures) 862.1 889.9
Operating profit* including share of joint ventures 179.7 154.0
Total operating profit** 166.4 115.1
Profit before tax* 46.4 54.8
Loss before tax** (46.5) (55.3)
Earnings per share* 21.8p 5.3p
Loss per share** (37.2p) (26.3p)
Proposed payment per share to shareholders 14.0p 13.6p
Overview
* Total operating profit* including share of joint ventures up 16.7 per cent
to #179.7m (2002: #154.0m)
* Interim payment per share to shareholders up 2.8 per cent to 14.0p
* Good performance from Anglian Water Services (AWS)
* #1.7bn forward order book in infrastructure management business (IMB)
* #106m raised from international business sales since end September
* Jonson Cox appointed group chief executive
* Before goodwill amortisation and exceptional items
** After goodwill amortisation and exceptional items
Commenting on the results, AWG's chairman Peter Hickson said:
"This has been an important period for AWG, both in terms of our core activities
and our strategy of focusing on the UK.
"AWS continues to deliver good performance and to improve its services to
customers. In August 2003, AWS submitted to Ofwat its draft business plan for
the next regulatory period and is now in a period of consultation with the
Regulator. Final plans will be submitted in Spring 2004.
"The half-year results from the IMB were mixed. Government Services showed
improved profitability, with a significant contribution from the facilities
services activities. The harvesting strategy for Developments and Commercial
Services contributed #72 million of cash in the half-year. On the other hand,
the Utility Services business suffered margin pressures with a major customer
although other margins remained stable.
"In Construction Services, the operating margins showed improvement, but this was
tempered by a #2.5 million unexpected cost on one contract. However, the IMB
order book stands at #1.7 billion, compared with #1.6 billion at the end of the
last financial year and the margins within the order book are showing an
improving trend. As in previous years, the IMB performance will be weighted to
the second half.
"Overseas, the disposal of activities in Chile, the Czech Republic and Vietnam,
and closure of our business in Germany, have continued the process of focusing
on the UK. The disposals process continues and should complete during the second
half of the year.
"Looking forward, our management will be greatly strengthened in January when
Jonson Cox joins the group as chief executive. His leadership and his
considerable experience of the water industry will prove valuable as the
regulatory review proceeds."
Contact details:
AWG Plc
Elliott Mannis group finance director 01480 323246
Mike Keohane group director of HR and communications 07702 151044
Weber Shandwick Square Mile
Susan Ellis 020 7067 0717
Cardew Chancery
Anthony Cardew 020 7930 0777
Notes:
7:00am Video interviews with Peter Hickson and Elliott Mannis available at
www.cantos.com
8.00am Interim results announcement available at www.awg.com
Analysts presentation available at www.awg.com
AWG Plc interim results announcement
for the half-year ended 30 September 2003
Group financial results - summary
Turnover, excluding the group's share of turnover of joint ventures, decreased
by 3.1 per cent compared with the same period last year. This decrease was
primarily due to a #56.0 million reduction from Developments and Commercial
Services as a result of the harvesting strategy. This was offset by increased
turnover from Anglian Water Services (AWS), which was up 6.5 per cent as a result
of the allowed increase in prices, combined with the additional demand caused by
the dry summer.
Total operating profit, including the share of operating profits in joint
ventures, but before exceptional items and goodwill amortisation, was up by 16.7
per cent to #179.7 million, principally because of a #23.0 million increase in
the AWS contribution to #166.3 million.
Total operating profits, after exceptional items and goodwill amortisation, were
up from #115.1 million to #166.4 million.
Interest charges increased by #34.1 million to #133.3 million (2002: #99.2
million before exceptional items), primarily due to the increase in debt
following the refinancing in July 2002. The interest charges in 2002 reflected
two months of the post-refinancing charge, whereas the 2003 figure reflected the
full six months of the higher post-refinancing level of debt.
Profit on ordinary activities before tax, goodwill and exceptional items was
#8.4 million lower at #46.4 million (2002: #54.8 million), mainly as a result of
the increased interest charges offsetting the improved operating profit. The
loss before tax was #46.5 million (2002: #55.3 million), after exceptional
provisions for losses on business disposals and closure costs of #79.6 million.
The tax charge after exceptional items was #8.4 million, compared with #16.3
million in the same period last year. The reduction was a result of the effects
of changes in deferred tax discount rates, and lower prior year charges.
Total exceptional items amounted to #85.7 million, compared with #102.8 million
in the same period last year when the exceptional items mainly related to the
refinancing project. The current period charge comprised #79.6 million of
provisions for losses on disposals and closure costs, (principally
international), #3.6 million for restructuring and other costs and #2.5 million
of contract rectification costs relating to the Rockingham project.
The #79.6 million of provisions for losses on disposals and closures included
the impairment loss on the disposal of the Chilean and Czech Republic businesses
of #67.1 million. In addition, there were disposal costs of #1.2 million and
business closure costs of #11.3 million, which principally related to the
closure of Purac GmbH.
The full-year loss on disposal to be reported in the annual accounts will
include the impact of foreign currency rate movements between the period end and
the disposal dates, the additional disposal costs incurred on completion, the
impact of the further trading results on the net assets disposed of and further
disposals.
Earnings per share, before exceptional items and goodwill amortisation, were
21.8 pence (2002: 5.3 pence). After exceptional items and goodwill amortisation,
the loss per share was 37.2 pence (2002: 26.3 pence).
The interim payment to shareholders for the six months ended 30 September 2003
will be 14.0 pence per share, an increase of 2.8 per cent over last year, in
line with AWG's payment policy. The payment will be made on 13 February 2004 to
shareholders on the register at 5pm on 12 December 2003.
Cash flow
Group net cash inflow from operating activities was #217.8 million, 5.9 per cent
below the figure for the same period last year (2002: #231.4 million)
principally as a result of increased investment in working capital. Group net
debt increased by #214.4 million to #3,435.5 million, from #3,221.1 million at
last year-end. This included net capital expenditure of #117.4 million and a
return of capital to shareholders in the form of a special payment in the period
of #177.4 million.
Group operational results
Anglian Water Services
H1 2003 H1 2002
#m #m
Turnover 387.7 364.0
------------------------
Operating profit before exceptional items 166.3 143.3
Exceptional items - (13.2)
------------------------
Operating profit 166.3 130.1
------------------------
AWS performed well during the first half of the year, with turnover up by 6.5
per cent and operating profit before exceptional items up by 16.1 per cent.
Over half of AWS's customers are metered. Although metering has a rationing
effect on customer demand, revenues benefited from the substantial additional
demand for water during this year's dry summer, described by the Environment
Agency to be one of the driest periods on record. In spite of the increase in
demand for water and the dry autumn, AWS's water resources currently remain
satisfactory, but above average rainfall in the next few months will be
important for recharging water resources.
Operating expenditure in the first half was #144.2 million (2002: #143.2
million). Net capital expenditure for the first half-year was #107.6 million
(2002: #101.2 million).
Service quality
AWS continued to perform well against service and water quality standards. In
Ofwat's overall performance assessment, published in July 2003, AWS moved up to
fourth amongst companies in England and Wales for the period 2002/3, from sixth
the previous year.
Ofwat's report shows that AWS has the lowest water leakage rate in the country.
Its leakage of 5.2 cubic metres per kilometre of water pipe per day is almost
half the industry average. Combined with the proportion of our customers on
metered supplies (53 per cent), the low leakage rate has been a significant
factor in preserving water resources while the very high level of demand was
experienced.
The standard of AWS's drinking water remained high, with 99.63 per cent of all
water quality tests performed in 2002 complying with the regulatory standards.
For the period to 31 August 2003, overall compliance was 99.73 per cent, with
overall microbiological compliance for the period at its highest-ever level.
For the fifth time in seven years all 46 designated bathing waters in the AWS
region passed the mandatory standard of the Bathing Water Directive, maintaining
AWS's position as the best in the sector. In addition, 35 of the region's
bathing waters (76 per cent) also passed the guideline standard of the
Directive, a requirement for the coveted Blue Flag award (2002: 84 per cent).
Regulation
In August 2003, AWS submitted its draft business plans to Ofwat, as part of the
regulatory price review for 2005-2010. This was the first stage in the review
process, which the regulator will consider in determining AWS's obligations.
Discussions with Ofwat will continue and the final business plans, which will
reflect the results of stakeholder consultation, will be submitted in April
2004. Ofwat will then announce final price limits in November 2004 and they will
take effect from April 2005.
In September, AWS applied to Ofwat for an interim determination of K (IDoK) to
recover costs that were not anticipated in the last price review in 1999.
Following discussions with Ofwat, AWS accepted that it would not meet the
materiality tests that form part of the IDoK process and decided not to pursue
its application. Ofwat announced on Monday 1 December its intention to withdraw
its counter-notices. K factors for charge increases for 2004/5 therefore remain
unchanged at 2.5 per cent.
Infrastructure management business (IMB)
H1 2003 H1 2002
#m #m
Turnover (including share of joint venture turnover) 468.2 494.6
--------------------
Operating profit excluding bid costs, exceptional items and
goodwill amortisation
Utility Services 3.8 5.2
Government Services 5.2 4.9
Construction Services 1.7 1.5
(formerly known as Project Management Services)
Developments and Commercial Services 1.8 1.0
--------------------
Operating profit excluding bid costs, exceptional
items and goodwill amortisation 12.5 12.6
Bid costs (5.6) (3.0)
--------------------
Operating profit including bid costs, before
exceptional items and goodwill amortisation 6.9 9.6
Exceptional items (2.6) (0.9)
Goodwill amortisation (6.1) (5.7)
--------------------
Operating (loss)/profit (1.8) 3.0
Loss on disposal of business - (1.8)
--------------------
(Loss)/profit before interest and tax (1.8) 1.2
--------------------
IMB now excludes International Services, which is in the process of being sold.
Turnover at #468.2 million, reflected a decreased contribution of #56.0 million
from Developments and Commercial Services, partly offset by increases in
Government Services following its acquisition of facilities management contracts
in Birmingham and London.
Operating profit excluding bid costs, exceptional items and goodwill
amortisation was largely unchanged and reflected increased contributions from
Developments and Commercial Services, but reduced profit from Utility Services.
The #1.4 million reduction in Utility Services' operating profit was primarily
as a result of margin pressure on a number of contracts with a single client.
Bid costs significantly increased in the period to #5.6 million (2002: #3.0
million). This was primarily as a result of bidding for water contracts in
advance of the next regulatory review, and an increase in PFI activity.
The IMB order book currently stands at #1.7 billion. Significant new wins during
the period included three major transportation projects (the M77, A80 and A78)
and contracts with BT, Yorkshire Electricity Distribution and Northern
Electric Distribution. In addition, Construction Services won a number of
utility framework contracts.
Margins implicit in the order book are at better levels than those achieved
historically. In Construction Services, this is as a consequence of winning
higher margin framework and PFI projects. In Utility Services and Government
Services, margin improvement is achieved as further asset management work is
acquired.
The order book breaks down as follows:
30 September 31 March
2003 2003
#m #m
Utility Services 362 450
Government Services 921 800
Construction Services 455 424
----- -----
1,738 1,674
----- -----
Utility Services
During the period Utility Services won business worth #61.0 million from new and
existing clients. The electricity and telecoms sectors have been the focus of
business development as Utility Services is already a significant supplier to
the water and gas sectors. Utility Services has won a contract with Yorkshire
Water for repair and maintenance work valued at #8.5 million per year for three
years and a contract with Yorkshire Electricity Distribution Ltd worth #6
million per annum for three years, also with a possible two-year extension. In
addition, a contract worth #0.6 million has been won with BT in Wales.
Government Services
Government Services' turnover increased by 86.5 per cent in the period as a
result of extensions to existing projects and the acquisition of facilities
management contracts in Birmingham and four London boroughs in March 2003.
Operating profit before bid costs, exceptional items and goodwill amortisation,
increased to #5.2 million (2002: #4.9 million). Last year's results benefited
from one-off PFI development revenues of approximately #5 million. On a
like-for-like basis, the underlying operating margin has improved significantly.
Project Investments, Government Services' PFI operation, is now bidding for a
variety of projects, following a recent improvement in the quality and quantity
of work available. Project Investments is the preferred bidder for a further
housing project for the Defence Housing Executive in Portsmouth and student
accommodation for the University of Hertfordshire.
Construction Services
The emphasis for the division has been the winning of higher margin business on
partnering, framework and PFI-type projects. This has resulted in the bid costs
doubling year-on-year, which has shown through in the order book margin mix,
which again has increased year-on-year.
AWG is increasingly involved in long-term partnering contracts and some 25 per
cent of its order book is for construction services to the UK water sector.
In November 2003 the company received an adverse adjudication of a claim
relating to work that was carried out at the Rockingham speedway track. As a
result rectification work will need to be completed on the track at a cost of
#2.5 million. This has been accounted for in these results as an exceptional
item.
Developments and Commercial Services
Developments and Commercial Services' turnover represents the value realised
from its property portfolio during the period.
During the period, the Great Northern Warehouse was sold to a joint venture with
Capital and Regional, releasing #54.1 million in cash. In addition, several
other developments were sold, including a shopping centre in Stockport and an
office development in Cardiff, both of which were joint ventures. Gross cash
generated by Developments and Commercial Services was #72.0 million during the
period.
Other activities
International Services
H1 2003 H1 2002
#m #m
Turnover (including share of joint venture turnover) 76.1 99.4
----------------------
Operating profit before bid costs, exceptional items
and goodwill amortisation 12.4 8.5
Bid costs (0.6) (2.6)
----------------------
Operating profit after bid costs, before exceptional
items and goodwill amortisation 11.8 5.9
Exceptional items (2.1) (2.0)
Goodwill amortisation (1.1) (1.6)
----------------------
Operating profit 8.6 2.3
Provision for (losses)/profits on business disposals
and closures (78.4) 1.1
----------------------
(Loss)/profit before interest and tax (69.8) 3.4
----------------------
Since the end of the accounting period, AWG announced the sale of its
shareholdings in Chile and the Czech Republic for #55 million and #51 million
respectively. The Chilean disposal received regulatory approval and the
transaction was completed in November 2003. The transactions in the Czech
Republic are subject to local competition commission approval, and are expected
to complete in the first quarter of 2004. Provision for losses on the disposals
has been taken in the accounts for the six months under review.
Elsewhere overseas, the business in Vietnam was sold and the decision was taken
to close the German business. The Irish operations will be transferred to the
IMB at the end of the financial year.
The remaining international operations and contracts are scheduled for disposal
during the second half of the year. These include activities in the Philippines,
Australia, New Zealand and Scandinavia. It is not anticipated that there will be
any further significant proceeds from these disposals.
Following the completion of the main phase of disposals, AWG will still retain
an interest in a small number of residual operations and contracts, including
those in China, Thailand, Brazil and Argentina.
Outlook
The major objective for AWS is the satisfactory completion of the regulatory
review, which will be the focus of significant management attention. The IMB will
continue to focus on winning further new business of better quality and margins.
On the international side, the disposal programme is scheduled to complete in
the second half, whilst the harvesting of the UK development portfolio will
continue. Finally, the appointment of a new group chief executive will bring
enhanced focus and leadership to the management of the group.
Group profit and loss account
for the six months ended 30 September 2003
Six months ended Six months ended
30 September 30 September
2003 2002
(unaudited) (unaudited)
----------------------------------------------------------------------------
Before Before
exceptional Exceptional exceptional Exceptional
items items items items
and goodwill and goodwill and goodwill and goodwill
amortisation amortisation Total amortisation amortisation Total
#m #m #m #m #m #m
----------------------------------------------------------------------------
Notes
Turnover: total
group and share
of joint
ventures (1) 924.7 - 924.7 945.8 - 945.8
Less: share of
turnover of
joint
ventures (62.6) - (62.6) (55.9) - (55.9)
----------------------------------------------------------------------------
2 Group turnover (1) 862.1 - 862.1 889.9 - 889.9
----------------------------------------------------------------------------
Operating costs
before
depreciation
and
amortisation of
intangibles (593.8) (6.1) (599.9) (643.1) (31.6) (674.7)
Depreciation
net of
amortisation of
grants and
contributions (92.7) - (92.7) (95.4) - (95.4)
Amortisation of
intangibles (0.4) (7.2) (7.6) - (7.3) (7.3)
Goodwill
impairment - - - - - -
----------------------------------------------------------------------------
Group operating
costs (686.9) (13.3) (700.2) (738.5) (38.9) (777.4)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Group operating
profit (2) 175.2 (13.3) 161.9 151.4 (38.9) 112.5
----------------------------------------------------------------------------
Share of
operating
profit in joint
ventures 4.5 - 4.5 2.6 - 2.6
----------------------------------------------------------------------------
Total operating
profit: group
and share of
joint ventures (2) 179.7 (13.3) 166.4 154.0 (38.9) 115.1
4 Provision for
loss on
business
disposals and
closures - (79.6) (79.6) - (1.2) (1.2)
----------------------------------------------------------------------------
2 Profit on
ordinary
activities
before
interest 179.7 (92.9) 86.8 154.0 (40.1) 113.9
Interest
payable (net) (133.3) - (133.3) (99.2) (70.0) (169.2)
----------------------------------------------------------------------------
Profit/(loss)
on ordinary
activities
before
taxation 46.4 (92.9) (46.5) 54.8 (110.1) (55.3)
Tax on profit/
(loss) on
ordinary
activities (8.8) 0.4 (8.4) (37.0) 20.7 (16.3)
----------------------------------------------------------------------------
Profit/(loss)
on ordinary
activities
after
taxation 37.6 (92.5) (54.9) 17.8 (89.4) (71.6)
Equity minority
interest (3.3) - (3.3) (2.7) - (2.7)
----------------------------------------------------------------------------
Profit/(loss)
attributable to
group
shareholders 34.3 (92.5) (58.2) 15.1 (89.4) (74.3)
6 Dividends -
non-equity (0.1) - (0.1) (0.1) - (0.1)
----------------------------------------------------------------------------
Retained profit
/(loss) 34.2 (92.5) (58.3) 15.0 (89.4) (74.4)
----------------------------------------------------------------------------
7 Earnings/(loss)
per share -
basic 21.8p (59.0p) (37.2p) 5.3p (31.6p) (26.3p)
Earnings/(loss)
per share -
diluted - - (37.2p) - - (26.3p)
Year ended
31 March
2003
(audited)
-------------------------------------------
Before
exceptional Exceptional
items items
and goodwill and goodwill
amortisation amortisation Total
#m #m #m
-------------------------------------------
Notes
Turnover: total group and share
of joint ventures (1) 1,882.8 - 1,882.8
Less: share of turnover of
joint ventures (142.8) - (142.8)
-------------------------------------------
2 Group turnover (1) 1,740.0 - 1,740.0
-------------------------------------------
Operating costs before
depreciation and amortisation
of intangibles (1,230.6) (55.4) (1,286.0)
Depreciation net of
amortisation of grants and
contributions (190.5) - (190.5)
Amortisation of intangibles (0.5) (13.8) (14.3)
Goodwill impairment - (4.4) (4.4)
-------------------------------------------
Group operating costs (1,421.6) (73.6) (1,495.2)
-------------------------------------------
-------------------------------------------
Group operating profit (2) 318.4 (73.6) 244.8
-------------------------------------------
Share of operating profit in
joint ventures 7.5 (3.6) 3.9
-------------------------------------------
Total operating profit: group
and share of joint ventures (2) 325.9 (77.2) 248.7
4 Provision for loss on business
disposals and closures - (1.2) (1.2)
-------------------------------------------
2 Profit on ordinary activities
before interest 325.9 (78.4) 247.5
Interest payable (net) (219.9) (70.0) (289.9)
-------------------------------------------
Profit/(loss) on ordinary
activities before taxation 106.0 (148.4) (42.4)
Tax on profit/(loss) on
ordinary activities (37.5) 27.8 (9.7)
-------------------------------------------
Profit/(loss) on ordinary
activities after taxation 68.5 (120.6) (52.1)
Equity minority interest (9.5) - (9.5)
-------------------------------------------
Profit/(loss) attributable to
group shareholders 59.0 (120.6) (61.6)
6 Dividends - non-equity (0.3) - (0.3)
-------------------------------------------
Retained profit/(loss) 58.7 (120.6) (61.9)
-------------------------------------------
7 Earnings/(loss) per share -
basic 25.0p (51.4p) (26.4p)
Earnings/(loss) per share -
diluted - - (26.4p)
(1) turnover includes #55.0 million (30 September 2002: #49.9 million; 31 March
2003: #106.7 million) relating to activities which are in the process of being
discontinued (see note 3).
(2) operating profit includes #11.5 million (30 September 2002: #10.9 million;
31 March 2003: #28.2 million) relating to activities which are in the process of
being discontinued (see note 3).
The impact of acquisitions was not material. Exceptional items are analysed in
note 4.
The notes on pages 17 to 22 form part of these financial statements.
Statement of group total recognised gains and losses
for the six months ended 30 September 2003
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2003 2002 2003
(unaudited) (unaudited) (audited)
#m #m #m
-----------------------------------------
Loss attributable to group
shareholders (58.2) (74.3) (61.6)
Currency translation differences on
foreign currency net investments 2.2 (6.2) (4.2)
-----------------------------------------
Total recognised gains and losses
since last annual report and financial
statements (56.0) (80.5) (65.8)
=========================================
Statement of movement in group shareholders' funds
for the six months ended 30 September 2003
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2003 2002 2003
(unaudited) (unaudited) (audited)
Notes #m #m #m
-----------------------------------------
Total recognised gains and losses
relating to the period (56.0) (80.5) (65.8)
Dividends paid and proposed on
non-equity shares (0.1) (0.1) (0.3)
8 Goodwill previously eliminated
against reserves, now reinstated and
written off against profit for the
period 6.1 3.5 3.5
8 Issue of shares 0.8 0.4 2.6
Return of capital - cancellation of
'C' Shares - - (500.9)
Return of capital - redemption of
redeemable shares (169.4) - -
Redemption of redeemable shares (58.4) - (110.6)
Share issue costs (0.3) - (0.2)
-----------------------------------------
Decrease in shareholders' funds (277.3) (76.7) (671.7)
-----------------------------------------
Opening shareholders' funds 917.4 1,589.1 1,589.1
-----------------------------------------
Closing shareholders' funds 640.1 1,512.4 917.4
-----------------------------------------
The notes on pages 17 to 22 form part of these financial statements.
Group balance sheet
at 30 September 2003
30 September 30 September 31 March
2003 2002 2003
(unaudited) (unaudited) (audited)
Notes #m #m #m
----------------------------------------
Fixed assets
Intangible assets 214.2 257.1 258.7
Tangible assets 4,109.7 4,027.5 4,116.3
Investments
Joint ventures:
- Share of gross assets 396.6 384.5 376.0
- Share of gross liabilities (389.0) (369.0) (366.1)
- Amounts included in provisions 14.4 - 9.4
----------------------------------------
22.0 15.5 19.3
Associates 0.4 0.5 0.2
Other investments 3.4 25.4 3.7
----------------------------------------
Total investments 25.8 41.4 23.2
----------------------------------------
4,349.7 4,326.0 4,398.2
----------------------------------------
Current assets
Stock 155.2 177.5 203.3
Debtors 667.5 678.4 562.6
Investments 11.6 127.5 18.8
Cash at bank and in hand 641.9 1,080.8 395.4
----------------------------------------
1,476.2 2,064.2 1,180.1
----------------------------------------
Creditors: amounts falling due
within one year
Short-term borrowings (56.2) (233.7) (60.5)
Other creditors (707.8) (723.7) (650.0)
----------------------------------------
(764.0) (957.4) (710.5)
----------------------------------------
Net current assets 712.2 1,106.8 469.6
----------------------------------------
Total assets less current
liabilities 5,061.9 5,432.8 4,867.8
Creditors: amounts falling due after
more than one year
Loans and other borrowings (4,032.8) (3,572.9) (3,574.8)
Other creditors (99.0) (100.8) (97.5)
----------------------------------------
(4,131.8) (3,673.7) (3,672.3)
----------------------------------------
Provisions for liabilities and
charges (176.7) (144.1) (165.9)
----------------------------------------
753.4 1,615.0 1,029.6
----------------------------------------
Capital and reserves
8 Called up share capital 45.4 124.6 38.2
8 Share premium account 6.4 4.1 6.0
8 Capital redemption reserve 580.1 241.7 352.3
Other reserves - 96.6 -
8 Profit and loss account 8.2 1,045.4 520.9
----------------------------------------
Total shareholders' funds 640.1 1,512.4 917.4
Equity minority interest 113.3 102.6 112.2
----------------------------------------
Capital employed 753.4 1,615.0 1,029.6
----------------------------------------
Shareholders' funds are analysed as:
Equity 623.2 1,416.1 907.6
Non-equity 16.9 96.3 9.8
----------------------------------------
640.1 1,512.4 917.4
----------------------------------------
The notes on pages 17 to 22 form part of these financial statements.
Group cash flow statement
for the six months ended 30 September 2003
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2003 2002 2003
(unaudited) (unaudited) (audited)
Notes #m #m #m
----------------------------------------
(a) Net cash inflow from operating
activities 217.8 231.4 465.1
----------------------------------------
Dividends received from joint
ventures 1.3 - 4.0
----------------------------------------
Returns on investments and servicing
of finance
Interest received 9.0 9.7 26.9
Interest paid (129.8) (141.1) (210.8)
Interest element of finance lease
rental payments (2.6) (3.7) (11.4)
Cash flow treated as finance costs
under FRS 4 (0.8) (23.8) (24.0)
Dividends received from trade
investments - 0.1 0.2
Dividends paid to minority
interests (4.0) (4.0) (4.1)
Non-equity dividends paid (0.1) (0.1) (0.3)
----------------------------------------
Net cash outflow for returns on
investments and servicing of finance (128.3) (162.9) (223.5)
----------------------------------------
Taxation
Taxation received/(paid) 7.6 (4.2) 9.2
----------------------------------------
Capital expenditure and financial
investment
Purchase of intangible fixed assets - (14.2) (14.1)
Purchase of tangible fixed assets (137.6) (134.9) (314.6)
Grants and contributions received 7.9 9.2 16.8
Sale of tangible fixed assets 12.3 22.4 33.1
----------------------------------------
Net cash outflow for capital
expenditure and financial
investment (117.4) (117.5) (278.8)
----------------------------------------
Acquisitions and disposals
Payments to acquire trade
investments and joint ventures (1.1) (2.0) (5.6)
(b) Payments to acquire subsidiary
undertakings (net of cash and
overdrafts acquired) - (5.7) (15.2)
(c) Receipts from sales of businesses
(net of cash and overdrafts disposed of) 54.1 3.3 3.3
Receipts from sales of fixed asset
investments 0.8 - 21.0
----------------------------------------
Net cash inflow/(outflow) for
acquisitions and disposals 53.8 (4.4) 3.5
----------------------------------------
Net cash inflow/(outflow) before
management of liquid resources and 34.8 (57.6) (20.5)
financing
----------------------------------------
Management of liquid resources
(e) Increase in short-term deposits and
investments (100.6) (352.8) (97.6)
----------------------------------------
Financing
Issue of ordinary share capital 0.8 0.4 2.6
Cancellation of 'C' shares - - (500.9)
Redemption of redeemable shares (227.8) - (110.6)
(e) Increase in loans 459.7 2,276.1 2,302.2
(e) Repayments of amounts borrowed (9.2) (1,263.7) (1,473.9)
(e) Capital element of finance lease
rental payments (18.0) (16.9) (34.4)
----------------------------------------
Net cash inflow from financing 205.5 995.9 185.0
----------------------------------------
(e) Increase in cash 139.7 585.5 66.9
----------------------------------------
Notes to the group cash flow statement
(a) Reconciliation of operating profit Six months Six months Year
to net cash inflow from operating ended ended ended
activities 30 September 30 September 31 March
2003 2002 2003
(unaudited) (unaudited) (audited)
#m #m #m
----------------------------------------
Operating profit 161.9 112.5 244.8
Dividends received from trade
investments - (0.1) (0.2)
Depreciation (net of amortisation of
deferred grants and contributions) 92.7 95.4 190.5
Amortisation and impairment of
intangible assets 7.6 7.3 18.7
Loss/(profit) on disposal of fixed
assets 1.0 - (0.5)
Impairment of trade investment - 2.5 3.3
Net movements on provisions (1.6) 1.2 (1.9)
----------------------------------------
261.6 218.8 454.7
----------------------------------------
(Increase)/decrease in working capital:
Stock (24.4) 22.2 (3.0)
Debtors (86.7) (74.1) 24.7
Creditors 67.3 64.5 (11.3)
----------------------------------------
(43.8) 12.6 10.4
----------------------------------------
Net cash inflow from operating
activities 217.8 231.4 465.1
----------------------------------------
(b) Acquisition of subsidiary Six months Six months Year
undertakings ended ended ended
30 September 30 September 31 March
2003 2002 2003
(unaudited) (unaudited) (audited)
#m #m #m
----------------------------------------
Net assets acquired:
Tangible fixed assets - 0.5 2.8
Stock - 2.3 2.9
Debtors - 3.8 6.6
Cash at bank and in hand - 0.1 0.1
Overdrafts - (3.6) (3.6)
Other short-term creditors - (2.8) (8.7)
Loans and other borrowings - (0.1) (0.1)
----------------------------------------
Group share of net assets acquired - 0.2 -
Goodwill - 3.8 15.1
----------------------------------------
Net consideration - 4.0 15.1
----------------------------------------
Satisfied by:
Cash - 2.2 11.7
Deferred consideration - 1.8 3.4
----------------------------------------
- 4.0 15.1
----------------------------------------
Analysis of the net cash outflow in respect of the acquisition of subsidiary
undertakings:
Total cash paid - 2.2 11.7
- cash at bank and in hand of
acquired subsidiary undertakings - (0.1) (0.1)
- overdrafts of acquired subsidiary
undertakings - 3.6 3.6
----------------------------------------
Net outflow of cash in respect of the
acquisition of subsidiary undertakings - 5.7 15.2
----------------------------------------
(c) Disposal of businesses Six months Six months Year
ended ended ended
30 September 30 September 31 March
2003 2002 2003
(unaudited) (unaudited) (audited)
#m #m #m
----------------------------------------
Net assets disposed of:
Tangible fixed assets - 0.1 0.1
Fixed asset investments - 0.1 0.1
Stock 72.5 1.3 1.3
Debtors 1.2 3.4 3.4
Cash at bank and in hand 0.2 1.0 1.0
Creditors (2.1) (3.8) (3.8)
Intercompany loan (71.8) - -
----------------------------------------
- 2.1 2.1
Unamortised goodwill - 0.2 0.2
Goodwill previously written off, now
reinstated - 3.5 3.5
Loss on disposal - (1.2) (1.2)
----------------------------------------
Total consideration - 4.6 4.6
----------------------------------------
Analysis of the net cash inflow in respect of the disposal of businesses:
Consideration receivable upon
completion - 4.6 4.6
Accrued consideration, not yet
received - (0.3) (0.3)
Repayment of intercompany loan 54.3 - -
Cash at bank of disposed
businesses (0.2) (1.0) (1.0)
----------------------------------------
Net cash inflow in respect of the
disposal of businesses 54.1 3.3 3.3
----------------------------------------
AWG Plc disposed of 50% of the shares of Morrison Merlin Limited in the
period. Subsequent to the disposal of the business into a joint venture the
joint venture repaid #54.3 million of an intercompany loan from the group.
AWG Plc retains the remaining 50% of the shares.
(d) Analysis of Acquisitions Currency
net debt 1 April Cash flows and disposals Non cash translation 30 September
2003 movements difference 2003
#m #m #m #m #m #m
----------------------------------------------------------------------------------
Cash 201.3 138.7 - - - 340.0
Bank overdrafts (3.2) 1.0 - - - (2.2)
----------------------------------------------------------------------------------
198.1 139.7 - - - 337.8
Deposits and
investments 212.9 100.6 - - - 313.5
Debt due
within one year (57.3) 26.7 - (23.3) (0.1) (54.0)
Debt due
after one year (3,574.8) (458.2) - 3.6 (3.4) (4,032.8)
----------------------------------------------------------------------------------
(3,221.1) (191.2) - (19.7) (3.5) (3,435.5)
----------------------------------------------------------------------------------
Non-cash movements comprise amortisation of discounts and expenses relating to debt issues, issues of
loan notes as deferred consideration, indexation of loan stock and transfers between categories of debt.
Management of liquid resources shown in the cashflow statement comprises movements in short-term
deposits, which have maturity dates of up to one year.
Included within deposits and investments above are #301.9 million (30 September 2002: #340.8 million; 31
March 2003 #194.1 million) of short-term deposits which are included in cash in the balance sheet.
(e) Movement in group net debt Six months Six months Year
ended ended ended
30 September 30 September 31 March
2003 2002 2003
(unaudited) (unaudited) (audited)
#m #m #m
-------------------------------------------
At beginning of period (3,221.1) (2,612.1) (2,612.1)
Net increase in cash 139.7 585.5 66.9
Increase in short-term bank deposits and investments 100.6 352.8 97.6
Loans assumed within subsidiary undertaking - (0.1) (0.1)
Loan notes issued (1.2) (0.5) (2.5)
Increase in loans (459.7) (2,276.1) (2,302.2)
Finance costs capitalised under FRS 4 1.0 23.8 23.8
Repayment of amounts borrowed 9.2 1,263.7 1,473.9
New finance leases - - (7.5)
Indexation of loan stock (16.9) (1.5) (21.3)
Amortisation of discount and expenses relating to debt
issues (1.6) (0.9) (4.4)
Currency translation difference (3.5) 50.2 32.4
Capital element of finance lease rental payments 18.0 16.9 34.4
-------------------------------------------
At end of period (3,435.5) (2,598.3) (3,221.1)
-------------------------------------------
Notes to the financial statements
1 Accounting policies
The accounting policies used for the audited financial statements at 31 March 2003 have
been used in the preparation of the interim financial statements. These interim results
were approved by the Directors on 4 December 2003. The results for the two half years have
not been audited. PricewaterhouseCoopers LLP have reviewed the results for the six months
ended 30 September 2003 and their report is attached. The results for the year to 31 March
2003 are an abridged statement of the group financial statements for that year which have
been delivered to the Registrar of Companies, and on which the auditors' report was unqualified.
The financial information contained in the interim financial statements does not constitute
statutory accounts as defined in Section 240 of the Companies Act 1985. All shareholders
will receive a copy of the interim results.
2 Segmental analysis
Segmental analysis by class of business
Six months ended 30 September 2003 (unaudited)
Profit before interest,
exceptional items and
goodwill Exceptional Goodwill Profit before
Turnover amortisation items (a) amortisation interest
#m #m #m #m #m
--------------------------------------------------------------------
Anglian Water Services 387.7 166.3 - - 166.3
Utility Services 139.9 3.2 - (1.2) 2.0
Government Services 95.5 3.3 (0.1) (2.3) 0.9
Construction Services 179.8 (1.4) (2.5) (2.6) (6.5)
Developments and
Commercial Services 53.0 1.8 - - 1.8
International Services 76.1 11.8 (80.5) (1.1) (69.8)
Other (b) 22.8 (5.0) (2.6) - (7.6)
Less: intersegmental
trading (c) (30.1) (0.3) - - (0.3)
--------------------------------------------------------------------
924.7 179.7 (85.7) (7.2) 86.8
--------------------------------------------------------------------
Total
- Group 862.1 82.3
- Joint ventures (d) 62.6 4.5
----------- -----------
Segmental analysis by class of business
Six months ended 30 September 2002 (unaudited)
Profit before interest,
exceptional items and
goodwill Exceptional Goodwill Profit before
Turnover amortisation items (a) amortisation interest
#m #m #m #m #m
--------------------------------------------------------------------
Anglian Water Services 364.0 143.3 (13.2) - 130.1
Utility Services 133.2 4.7 - (1.4) 3.3
Government Services 51.2 3.9 (2.1) (1.5) 0.3
Construction Services 201.2 - - (2.8) (2.8)
Developments and
Commercial Services 109.0 1.0 (0.6) - 0.4
International Services 99.4 5.9 (0.9) (1.6) 3.4
Other (b) 21.7 (4.5) (16.0) - (20.5)
Less: intersegmental
trading (c) (33.9) (0.3) - - (0.3)
--------------------------------------------------------------------
945.8 154.0 (32.8) (7.3) 113.9
--------------------------------------------------------------------
Total
- Group 889.9 111.3
- Joint ventures (d) 55.9 2.6
----------- -----------
Segmental analysis by class of business
Year ended 31 March 2003 (audited)
Profit before interest,
exceptional items and
goodwill Exceptional Goodwill Profit before
Turnover amortisation items (a) amortisation interest
#m #m #m #m #m
--------------------------------------------------------------------
Anglian Water Services 726.8 287.4 (18.0) - 269.4
Utility Services 278.6 10.2 (0.9) (2.5) 6.8
Government Services 119.9 10.0 (5.5) (3.0) 1.5
Construction Services 391.8 0.6 (0.9) (5.2) (5.5)
Developments and
Commercial Services 181.2 2.1 (1.5) - 0.6
International Services 209.5 26.2 (8.5) (3.1) 14.6
Other (b) 46.1 (9.0) (29.3) - (38.3)
Less: intersegmental
trading (c) (71.1) (1.6) - - (1.6)
--------------------------------------------------------------------
1,882.8 325.9 (64.6) (13.8) 247.5
--------------------------------------------------------------------
Total
- Group 1,740.0 243.6
- Joint ventures (d) 142.8 3.9
----------- -----------
Segmental analysis by geographical origin
Turnover Profit before interest
Six months Six months Year Six months Six months Year
ended 30 ended 30 ended 31 ended 30 ended 30 ended 31
September September March September September March
2003 2002 2003 2003 2002 2003
(unaudited) (unaudited) (audited) (unaudited) (unaudited) (audited)
#m #m #m #m #m #m
----------------------------------------------------------------------------------
United Kingdom 840.9 863.4 1,707.9 152.2 106.1 224.5
Europe 50.5 42.2 96.3 (29.3) 2.6 4.5
Rest of world 33.3 40.2 78.6 (36.1) 5.2 18.5
----------------------------------------------------------------------------------
924.7 945.8 1,882.8 86.8 113.9 247.5
----------------------------------------------------------------------------------
(a) An analysis of exceptional items is shown in note 4.
(b) The other segment comprises Powermarque, AWG Rail and head office costs.
(c) All intersegmental trading originates from the United Kingdom.
(d) The joint venture results are within the Developments and Commercial Services, Government
Services and International Services segments and are stated after exceptional items of
#nil (30 September 2002: #nil; 31 March 2003: #3.6 million). Group share of joint venture
net assets at 30 September 2003 was #7.6 million (30 September 2002: #15.5 million; 31
March 2003: #9.9 million).
3 Discontinuing activities
At 30 September 2003 AWG plc was in the process of selling its international operations.
On 12 November 2003 contracts for sale of AWG plc's 49.8% holding of ESVAL to Consorcio Financiero
and the Moneda Chile Fund for a total of #55.0 million were completed.
On 4 November 2003 contracts for sale of AWG plc's 54.3% holding in SmVAK to Penta for #38 million,
and its holdings of 95.2% in VAK JC and 58.7% in VAK Beroun to Energie AG for #13 million were
agreed, subject to formal consent by the Czech Competition Authority.
The sales of all the above companies are expected to be completed by 31 March 2004 and therefore
the activities of these companies will likely be disclosed as discontinued operations in the group's
annual report and financial statements for the year ended 31 March 2004.
4 Exceptional items and goodwill amortisation
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2003 2002 2003
(unaudited) (unaudited) (audited)
#m #m #m
---------------------------------------
Refinancing project costs - 26.1 26.1
Restructuring and other costs 3.6 5.5 22.6
Contract rectification costs 2.5 - -
Goodwill amortisation 7.2 7.3 13.8
Asset impairments - - 11.1
---------------------------------------
13.3 38.9 73.6
Joint venture impairments - - 3.6
---------------------------------------
Charged against operating profit 13.3 38.9 77.2
Provision for loss on
business disposals and closures
- Impairment losses 67.1 - -
- Disposal costs 1.2 - -
- Costs of business closures
and loss on disposal
of businesses 11.3 1.2 1.2
Charged after operating profit 79.6 1.2 1.2
---------------------------------------
Charged against profit
before interest 92.9 40.1 78.4
Interest and finance charges - 38.0 38.0
Coupon enhancement - 32.0 32.0
---------------------------------------
Exceptional interest charge - 70.0 70.0
---------------------------------------
Total exceptionals and goodwill
amortisation before tax 92.9 110.1 148.4
Tax credit thereon (0.4) (20.7) (27.8)
---------------------------------------
Total exceptionals and
goodwill amortisation 92.5 89.4 120.6
---------------------------------------
Restructuring and other costs of #3.6 million include bid defence, Morrison litigation and redundancy costs.
Contract rectification costs of #2.5 million are in respect of adjudication of a claim in relation to
Rockingham Motor Speedway.
The impairment losses of #67.1 million represents the difference between the carrying value of the net
assets of the Chile and Czech businesses at 30 September 2003 and the expected proceeds from the
subsequently announced disposal of these businesses. The impairment loss includes #37.2 million in respect
of goodwill. The actual losses on disposal will be reported in the annual report and will include the
effects of exchange rate movements up to the date of completion and all related costs of disposal incurred
in the second half of the financial year.
Disposal costs of #1.2 million are the costs of disposal incurred in the half year and do not include
any costs which will be incurred in the second half of the year.
Costs on business closures of #11.3 million relate to redundancy and other costs associated with the closure
of operations in Germany (Purac GmbH) and the AWG Rail Labour Hire business. Included in these costs is
#6.1 million of goodwill relating to Purac GmbH previously written off to reserves (see statement of movement
on shareholders' funds). This has no effect on the group net assets as there is a corresponding credit in reserves.
5 Taxation
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2003 2002 2003
(unaudited) (unaudited) (audited)
#m #m #m
---------------------------------------
Tax on loss on ordinary activities
comprises:
Corporation tax 5.3 (2.0) 7.9
Deferred tax 2.4 12.9 15.3
Adjustments relating to prior years 0.7 5.4 (13.5)
---------------------------------------
Tax on loss on ordinary activities 8.4 16.3 9.7
---------------------------------------
Analysed as:
- before exceptional items 8.8 37.0 37.5
- exceptional items (0.4) (20.7) (27.8)
---------------------------------------
Total 8.4 16.3 9.7
---------------------------------------
6 Dividends and other payments to shareholders
In order to enable the group to continue to realise value for its surplus Advance Corporation Tax,
no cash dividends were paid on ordinary shares during the year.
AWG Plc made the following issues of redeemable shares of 0.1 pence each during the period:
(a) 177,451 million redeemable shares were issued on 16 June 2003 at the rate of 1,000 redeemable
shares per ordinary share held, equivalent to #1.00 per share. The value of shares issued was
#177.4 million. Shareholders are given the opportunity to redeem at par the redeemable shares
twice per annum. During the period 169,388 million shares were redeemed resulting in a return
of #169.4 million of cash to shareholders.
(b) 57,494 million (23 September 2002: 88,291 million) redeemable shares were issued on 4 August
2003 at the rate of 324 (23 September 2002: 312) redeemable shares per ordinary share held,
equivalent to 32.4 (23 September 2002: 31.2) pence per ordinary share, with a total value of
#57.5 million (23 September 2002: #88.3 million). Shareholders are given the option to redeem
at par the redeemable shares twice per annum. During the period a total of 58,421 million
(2002: nil) shares were redeemed.
There were 16,911 million (2002: 96,307 million) redeemable shares in issue at 30 September 2003.
It is proposed that a further issue of redeemable shares will be made in December 2003 at the
rate of 140 redeemable shares per ordinary share held, equivalent to 14.0 pence per ordinary share.
During the period a dividend of #0.1 million was paid on the redeemable shares (30 September 2002:
#0.1 million; 31 March 2003: #0.3 million).
7 Earnings per share
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2003 2002 2003
(unaudited) (unaudited) (audited)
-----------------------------------------
Basic
Loss for the financial period (#58.2m) (#74.3m) (#61.6m)
Less: Redeemable share dividends (#0.1m) (#0.1m) (#0.3m)
-----------------------------------------
Loss attributable to ordinary
shareholders (#58.3m) (#74.4m) (#61.9m)
-----------------------------------------
Weighted average number of ordinary
shares in issue 156.6m 283.0m 234.4m
-----------------------------------------
Basic loss per share (37.2p) (26.3p) (26.4p)
-----------------------------------------
Basic (before exceptional items and
goodwill amortisation)
Basic loss per share (37.2p) (26.3p) (26.4p)
Exceptional items (after tax) 54.4p 29.0p 45.5p
Basic earnings per
share (before exceptional items) 17.2p 2.7p 19.1p
Goodwill amortisation 4.6p 2.6p 5.9p
-----------------------------------------
Basic earnings per share (before
exceptional items and goodwill
amortisation) 21.8p 5.3p 25.0p
-----------------------------------------
On 13 June 2003 AWG Plc consolidated its share capital by issuing 201 ordinary shares of 19.9 pence
each for every 250 existing ordinary shares of 16 pence each. For the period from 1 April 2003 to
13 June 2003 the weighted average number of shares in issue was 177.3 million, and for the period
from 13 June 2003 to 30 September 2003 the weighted average number of shares in issue was 142.6 million.
The overall weighted average number of shares in issue was therefore 156.6 million.
Basic earnings per share before exceptional items and goodwill amortisation is disclosed as the
directors consider it to be an appropriate reflection of the group's normalised performance.
In accordance with Financial Reporting Standard 14 'Earnings per share' the diluted earnings per share
for the six months ended 30 September 2003, 30 September 2002 and the year ended 31 March 2003 is taken
as being equal to basic earnings per share as the group recorded a loss and the effect of including
potential ordinary shares is anti-dilutive.
8 Movements in group shareholders' funds
Ordinary Share Capital Profit and Total
share Redeemable premium redemption loss shareholders'
capital shares account reserve account funds
#m #m #m #m #m #m
At 1 April 2003 28.4 9.8 6.0 352.3 520.9 917.4
Total recognised gains and
losses relating to the
period - - - - (56.0) (56.0)
Dividends paid and proposed
on non-equity shares - - - - (0.1) (0.1)
Goodwill written back on
disposal - - - 6.1 6.1
Issue of shares 0.1 - 0.7 - - 0.8
Redeemable share issues - 234.9 - - (234.9) -
Redemption of shares - (227.8) - 227.8 (227.8) (227.8)
Share issue costs - - (0.3) - - (0.3)
--------------------------------------------------------------------------------
At 30 September 2003 28.5 16.9 6.4 580.1 8.2 640.1
--------------------------------------------------------------------------------
9 Subsequent events
The disposals of the businesses in Chile and the Czech Republic are referred to in note 3.
On 14 October 2003 AWG sold its 50% interest in MPA Utilities Pte Ltd, a joint venture operating in Vietnam.
The net cost of disposal was #0.2 million and the gain arising on disposal was approximately #0.5 million.
This gain has not been recognised in these accounts as the transaction concluded subsequent to 30 September 2003.
Supplementary information
(a) Capital payments to shareholders
In order to accelerate the recovery of surplus ACT from prior accounting periods no cash dividend
is being paid.
Set out below is a table which summarises actual payments to ordinary shareholders in relation to
the years ended 30September 2002 and 30 September 2003.
Issued and Equivalent price
partially per share
redeemed
Share issue date #m
--------------------------------
11 February 2002 - redeemable shares 37.9 13.42p
23 September 2002 - redeemable shares 88.3 31.20p
------------
Issues in the year ended 30 September 2002 126.2
------------
16 October 2002 - ordinary 'C' shares returned
as capital (1) 500.9 177.00p
6 January 2003 - redeemable shares 24.1 13.60p
16 June 2003 - 'special' redeemable shares (2) 177.4 100.00p
4 August 2003 - 'ordinary' redeemable shares (2) 57.5 32.40p
------------
Issues in the year ended 30 September 2003 759.9
------------
Share price on the first day of trading following the
issue of redeemable shares or ordinary 'C' shares
16 June 6 January 16 October 23 September 11 February
2003 2003 2002 2002 2002
redeemable shares or ordinary 'C' shares 0.090p 0.095p 177p 0.090p 0.090p
ordinary shares 507p 415p 353p 426p 498p
(b) Apportionment figures
For Capital Gains Tax calculations the base cost of the redeemable shares and return of
capital will be taken as a proportion of the shareholders' original base cost in their
existing ordinary shares. The apportionment figures to apply by reference to market values
are:
16 June 6 January 16 October 23 September 11 February
2003(2) 2003 2002(1) 2002 2002
----------------------------------------------------------
ordinary 10p shares - - - 93.8161% 97.6310%
ordinary 16p shares - 96.98% 55.4857% - -
ordinary 19181/201p shares 77.38% - - - -
return of capital at #1.77 per share - - 44.5143% - -
'ordinary' redeemable shares 5.54% 3.02% - 6.1839% 2.3690%
'special' redeemable shares 17.08% - - - -
redeemable shares for apportionment 1,324.0 136.0 - 312.0 134.2
(1) On 15 October 2002 AWG plc issued one 'C' share of 177p each for every ordinary share of 10p
each. On the same day AWG Plc consolidated its share capital by issuing five consolidated
ordinary shares of 16p each for every eight ordinary shares of 10p each. On 16 October 2002
all 'C' shares were cancelled, returning #1.77 per share in cash to shareholders.
(2) From the record date of 13 June 2003 1,000 'special' redeemable shares were issued on 16 June
2003 and 324 'ordinary' redeemable shares were issued on 4 August 2003 for every ordinary
share of 16p each. 'Special' and 'ordinary' redeemable shares are the same class of share;
the prefixes were used to differentiate the two issues from the same record date. On 16 June
2003 AWG Plc consolidated its share capital by issuing 201 ordinary shares of 19181/201p each
for every 250 ordinary shares of 16p each.
Shareholder enquiries
Shareholders with enquiries about AWG Plc or shareholder matters can contact the shareholder
enquiry unit by telephoning +44 (0)1480 323104.
Share register
The company's share register is maintained by Lloyds TSB Registrars. Shareholders may check
their holdings and find practical help and useful information at www.shareview.co.uk, or may
write to The Registrar, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6DA
or telephone +44 (0)870 606 0382.
Registered office
AWG Plc, Anglian House, Ambury Road, Huntingdon, Cambridgeshire, PE29 3NZ, United Kingdom.
Telephone +44 (0)1480 323000.
Website
www.awg.com
Independent review report to AWG plc
Introduction
We have been instructed by the company to review the financial information which
comprises the profit and loss account, the balance sheet, the cash flow
statement and the related notes. We have read the other information contained in
the interim report and considered whether it contains any apparent misstatements
or material inconsistencies with the financial information.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The directors are
responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board for use in the United Kingdom. A review
consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial data
and, based thereon, assessing whether the accounting policies and presentation
have been consistently applied unless otherwise disclosed. A review excludes
audit procedures such as tests of controls and verification of assets,
liabilities and transactions. It is substantially less in scope than an audit
performed in accordance with Auditing Standards and therefore provides a lower
level of assurance than an audit. Accordingly we do not express an audit opinion
on the financial information. This report, including the conclusion, has been
prepared for and only for the company for the purpose of the Listing Rules of
the Financial Services Authority and for no other purpose. We do not, in
producing this report, accept or assume responsibility for any other purpose or
to any person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 September 2003.
PricewaterhouseCoopers LLP
Chartered Accountants
Birmingham
4 December 2003
This information is provided by RNS
The company news service from the London Stock Exchange
END
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