RNS Number:0413M
Henlys Group PLC
06 June 2003



Date:               6 June 2003.                         

Contacts:      Henlys Group plc
               Allan Welsh                 Chief Executive
               Brian Chivers               Finance Director
               Telephone:                  020 8953 9953
 
               Citigate Dewe Rogerson
               Chris Barrie               
               Rupert Steveney
               Telephone:                 020 7638 9571


                                HENLYS GROUP plc


   Interim Results for the Six Months Ended 31 March 2003 and Trading Update



Salient Points





                                                                                6 months              6 months
                                                                                   ended                 ended
                                                                           31 March 2003          30 June 2002
Turnover including Joint Ventures                                                #232.1m               #324.9m
and Associates
Underlying Operating Profit *                                                  #    8.2m              #  16.4m
Underlying Pre-tax Profit *                                                    #    1.3m              #   8.6m
Underlying Earnings per Share *                                                     1.1p                  7.6p
Interim Dividend per Share                                                          1.0p                  2.5p



*Before amortisation of goodwill and exceptional costs.





Six Months to March 2003



  * Reduced sales due to seasonally low period for Blue Bird school bus
    business (comparative six months to June 2002 has a different seasonal
    pattern) and weakness in North American tourism towards the end of the
    period.



  * Blue Bird result adversely affected by production problems at North
    Georgia school bus plant.



  * Management changes implemented at Blue Bird business:new operational team
    in place.



  * New vehicle launches at Blue Bird highly successful:excellent customer
    reaction to new Blue Bird school bus, motorhome, commercial bus and coach
    products.



  * Encouraging profit growth in Prevost and Nova Bus and continuing
    double-digit margin in TransBus.



  * Interim dividend reduced to 1p to reflect weaker trading results.





Current Trading and Outlook



  * Markets adversely affected by the Iraq war and SARS, primarily demand for
    luxury coaches.



  * The Blue Bird North Georgia recovery plan is well underway but will take
    several months to complete.



  * Full year results will be substantially below previous consensus forecasts
    and additionally there will be an exceptional charge of some #10million
    related to the problems in North Georgia.



  * With the success of new vehicle launches and strengthening of Blue Bird
    management, there is high confidence of a recovery in 2004 and delivery of
    strong growth thereafter.





Allan Welsh, Chief Executive, said:-



"It is disappointing that the short-term difficulties in North Georgia and
reduced travel in North America have affected our forecast for 2003.  However
with a much stronger management team now in place at Blue Bird, and our new
vehicles so well received in the marketplace, I am confident we have laid the
foundation for a positive recovery."


     ____________________________________________________



Henlys Group plc is the leading bus and coach manufacturer in North America.
Through Blue Bird Corporation, Prevost Car and Nova Bus it produces a
comprehensive range of vehicles including luxury touring coaches, school buses,
city buses and coach shells for prestige motorhomes.  Henlys also has a 30%
shareholding in TransBus International, a major European bus and coach builder.





                                                                              2.


                                HENLYS GROUP plc


                           Unaudited Interim Results

                     For the Six Months Ended 31 March 2003

                      Interim Statement and Trading Update



Introduction



The first half of the 2002/3 fiscal year was characterised by lower economic
activity and consumer confidence in the USA and increasing pressure on State and
Federal budgets.  In the latter part of the period this was compounded by a
substantial downturn in global travel and tourism in the run up to the war in
Iraq.



Towards the end of the six months Blue Bird experienced a capacity constraint at
its  North Georgia school bus plant.  As part of a company-wide manufacturing
rationalisation programme that plant absorbed volume previously supplied from
two other Blue Bird facilities.  Delivery delays and internal quality failures
occurred as a result of the volume ramp-up and the transfer of more complex
school bus models.



Despite these short-term challenges, there have been important successes in
building the foundation for the Group's recovery.  In particular, good progress
has been made in launching Blue Bird's new products, the majority of which are
now entering production.  There has been an excellent reaction from distributors
and final customers to all of these new vehicles.





Financial Results



Following the recent change of accounting dates, these interim results are the
first to cover the October to March period, when seasonal demand for Blue Bird's
products is lowest.



For the six months to 31 March 2003 total turnover including joint ventures and
associates was #232.1m (January to June 2002 #324.9m).  This includes #43.9m for
associates (January to June 2002 #44.2m).  Group operating profit before
exceptional costs and amortisation of goodwill was #8.2m compared with #16.4m in
January to June 2002.  The main reasons for the lower turnover and operating
profit are the significantly weaker seasonal period included this year for Blue
Bird school buses and the production problems at North Georgia which incurred
additional costs and delayed supply of some vehicles until after the period end.



Pre-tax profit before exceptional costs and amortisation of goodwill was #1.3m
(January to June 2002 #8.6m).  Earnings per share on the same basis was 1.1p
compared with 7.6p in January to June 2002, and fully diluted EPS 3.8p (8.9p
January to June 2002).  The Group's net debt at 31 March 2003 was #303.0m
against #307.8m at 30 June 2002.




Blue Bird



The overall market for school buses was broadly flat in the first half year
although pressure on State budgets has been increasing.  Demand for motorhomes
and commercial buses reduced in the second quarter, affected by business
uncertainty in the build-up to the war in Iraq.  There was a more significant
negative effect on coach volumes, which were already depressed before the impact
of the SARS virus.



Blue Bird made an operating loss of #0.2m before exceptional costs and
amortisation of goodwill compared with an operating profit of #9.9m in January
to June 2002.  This reflects the impact of the seasonally low delivery period
for school buses and  also lower sales of motorhome, commercial bus and coach
products as Blue Bird phased out a number of old models and produced only the
initial launch volumes of six new models.  Additional costs were also incurred
at North Georgia related to the production and quality problems.  A recovery
programme is now underway at that site.



Market reaction to all the new Blue Bird vehicles has been extremely positive -
the Xcel 102 standard floor height bus, Ultra LF and LMB low-floor midi-buses,
M380 motorhome and Blue Bird Vision school bus are now in the early stages of
production.



 To improve financial and market focus on the different product ranges Blue Bird
has been reorganised into three separate Business Units - School Bus, Commercial
Bus, Motorhome/Coach.  The key positions in the new management structure have
now been filled, many by external recruitment.





Prevost Car Inc and Nova Bus Corporation



The Group has a 50% shareholding in these joint ventures. The Group's share for
the period was #3.9m operating profit before exceptional costs and amortisation
of goodwill (#1.5m in January to June 2002).



Prevost again maintained market share in coaches, and continued to trim its cost
base to cope with the depressed North American coach market.  Demand for
motorhome shells held up better, and new market applications are emerging for
these high-specification coach shells.



Nova Bus is now delivering the expected benefits of exiting the two US plants
closed in the last year.  During the first half further operational improvement
was achieved with reduced build times and improved quality levels.





TransBus International



The Group has a 30% shareholding in TransBus. As announced previously, with the
Group's change of year-end TransBus results will now be included in Group
financial results with a three-month lag.  Therefore this interim report
includes the TransBus figures from June to December 2002.



The Group's share of TransBus produced an operating profit before exceptional
costs and amortisation of goodwill of #4.4m (#5.1m January to June 2002).



TransBus maintained its market leadership in the UK, and continued to develop
selected export markets.  The re-structured coach operation achieved 30% sales
growth in 2002.  The introduction of the congestion charge in London is expected
to have a positive effect on bus ridership, opening up market opportunities if
similar schemes are adopted by other UK cities.



Current Trading and Outlook



Demand in North America has deteriorated due to the effects of the Iraq war and
SARS on tourism and consumer confidence in general.  This has had a particular
impact on the level of demand for luxury coaches.  Whilst the recovery programme
in North Georgia is well underway, it will take several more months to complete.
As a result of these factors, the Group's full-year results will be
substantially below previous consensus forecasts. In addition, these results
will include an exceptional charge of some #10m related to the problems in Blue
Bird North Georgia.



Although these factors have combined to impact adversely the Group's short-term
results, some notable progress has also been made in this period with the
improved performance of Nova Bus, the successful launch of new vehicles and
strengthening of the Blue Bird management structure to resolve the short-term
production and quality issues in North Georgia.



In light of the Group's existing bank facilities being due to expire in
September 2004, management is in the process of discussing the refinancing of
these facilities with its lenders.  The Group is currently operating within the
terms of it facilities.



In overall terms the Board remains confident that the Group's current strategy
will enable the Group to achieve a recovery in 2004 and deliver strong growth
thereafter.





Dividend



The Board has declared an interim dividend of 1.0p to be paid on 12 August 2003
to holders of Ordinary Shares on the register at close of business on 18 July
2003.



T. Allan Welsh
Chief Executive



6 June 2003.



HENLYS GROUP plc

Group Profit and Loss Account

For the Half Year Ended 31 March 2003  (Unaudited)

                                6 months ended 31 March 2003                    6 months ended 30 June 2002
                                   Interest       Interest                          Interest   Interest
               Group            In Joint          In         Total     Group       In Joint    In             Total
                                Ventures      Associates                            Ventures   Associates
               #'000         #'000           #'000          #'000      #'000           #'000    #'000         #'000
Turnover
Existing      127,205        60,955          43,902       232,062      195,220        85,447    44,250      324,917
operations
               ======        =======        ========      =======     =========      ========   =======      =======
Operating (Loss)/
Profit

Existing      (161)          3,949           4,426         8,214          9,859         1,450    5,101       16,410
operations
Amortisation 
 of          (8,700)          (551)           (863)      (10,114)          (9,547)       (588)    (863)     (10,998)
goodwill
Exceptional
 costs            -              -           (108)         (108)                -          -      (393)        (393)
             -------       --------      ---------     -----------      ------------    -------  --------      ----
             (8,861)          3,398           3,455       (2,008)            312           862    3,845        5,019
Share of 
operating     3,398       ----------    ------------    ----------           862    ----------     -----------   -------
profit in 
joint
ventures
Share of 
operating     3,455                                                         3,845
profit in
associates
            ------------                                                  ------------
Total 
Operating    (2,008)                                                         5,019
(Loss)/
Profit
Share of profit 
on             1,150                                                             -
disposal of fixed
assets in
associates
Interest 
payable       (6,958)                                                      (7,807)
(net)
          -------------                                                  ------------
Loss on 
Ordinary      (7,816)                                                       (2,788)
Activities 
before
Taxation
Taxation        (758)                                                       (2,709)
         ------------                                                   -----------
Loss after     (8,574)                                                       (5,497)
Taxation

Dividends        (762)                                                       (1,904)
         ------------                                                --------------
Transfer 
from           (9,336)                                                       (7,401)
Reserves
            =========                                                     =========
Adjusted 
Profit           1,256                                                         8,603
before 
Taxation
              =========                                                     =========
(Loss)/Earnings
per Share
Basic          (11.3)p                                                        (7.2)p
              =========                                                     =========
Adjusted          1.1p                                                          7.6p
              =========                                                     =========
Diluted         (5.8)p                                                        (2.5)p
               ========                                                     =========
Adjusted 
diluted           3.8p                                                          8.9p
               =========                                                     =========
Reconciliation of
Adjusted Profit
before Taxation

Adjusted profit   1,256                                                         8,603
before taxation

Amortisation    (10,114)                                                      (10,998)
of goodwill
Exceptional costs  (108)                                                         (393)

Share of profit    1,150                                                             -
on disposal of 
fixed assets in
associates
             ------------                                                    ----------

Loss before       (7,816)                                                       (2,788)
taxation per
accounts

                 ========                                                       =======




HENLYS GROUP plc

Group Profit and Loss Account

For the Half Year Ended 31 March 2003  (Unaudited)


                                              9 months ended 30 September 2002
                                                 Interest     Interest

                                       Group         In Joint         In        Total
                                                   Ventures     Associates
                                        #'000        #'000         #'000          #'000
Turnover
Existing operations                    358,061      120,457         44,250       522,768
                                         =====        =====        =======        ======

Operating (Loss)/Profit

Existing operations                     22,292        4,119          5,101        31,512
Amortisation of goodwill              (14,001)        (873)        (1,295)      (16,169)
Exceptional costs                      (6,105)      (1,731)          (393)       (8,229)
                                    ----------   ----------   ------------      --------
                                         2,186        1,515          3,413         7,114
Share of operating profit in joint       1,515   ----------   ------------   -----------
ventures
Share of operating profit in             3,413
associates
                                    ----------
Total Operating (Loss)/Profit            7,114
Share of profit on disposal of
fixed assets in associates                   -
Interest payable (net)                (11,106)
                                    ----------
Loss on Ordinary Activities before     (3,992)
Taxation
Taxation                               (3,693)
                                    ----------
Loss after Taxation                    (7,685)

Dividends                              (5,826)
                                    ----------
Transfer from Reserves                (13,511)

                                        ======
Adjusted Profit before Taxation         20,406
                                        ======
(Loss)/Earnings per Share
Basic                                  (10.1)p
                                        ======
Adjusted                                 18.4p
                                        ======
Diluted                                 (3.1)p
                                        ======
Adjusted diluted                         18.8p
                                        ======
Reconciliation of Adjusted Profit
before Taxation
Adjusted profit before taxation         20,406

Amortisation of goodwill              (16,169)
Exceptional costs                      (8,229)
Share of profit on disposal of
fixed assets in associates
                                      --------
Loss before taxation per accounts      (3,992)

                                        ======




HENLYS GROUP plc







HENLYS GROUP plc

Group Balance Sheet

As at 31 March 2003 (unaudited)


                                                     31 March 2003 30 June 2002
                                               Interest                       Interest
                                       Group   In Joint      Total Group      In Joint       Total
                                               Ventures                       Ventures
                                       #'000      #'000      #'000 #'000         #'000       #'000
Fixed Assets

Intangible                           312,484     17,298    329,782   322,476    18,131     340,607
Tangible                              29,179     13,917     43,096    26,632    17,019      43,651
Investments                          102,675   (30,711)     71,964   105,572                75,864
                                                                              (29,708)
                                   ---------  ---------  --------- --------- ---------  ----------
                                     444,338               444,842   454,680               460,122
                                                    504                          5,442
                                   ---------  ---------  --------- --------- ---------  ----------
Current Assets
Stocks                               101,502     34,996    136,498   133,514    40,295     173,809
Debtors                               27,850     29,183     57,033    36,062    40,071      76,133
Cash at bank and in hand              18,666      5,294     23,960     6,987     2,519       9,506
                                   ---------  ---------  --------- --------- ---------  ----------
                                     148,018     69,473    217,491   176,563    82,885     259,448
Creditors

Amounts falling due within

 one year                          (187,053)   (59,661)  (246,714) (170,753)             (255,977)
                                                                              (85,224)
                                    --------   --------   --------  --------  --------    --------
Net Current (Liabilities)/Assets    (39,035)      9,812   (29,223)     5,810   (2,339)       3,471

                                   ---------  ---------  --------- --------- ---------  ----------
Total Assets less Current

  Liabilities                        405,303     10,316    415,619   460,490     3,103     463,593
Creditors:  Amounts falling due

  after more than one year:
Convertible debt                   (151,831)     -       (151,831) (157,449)     -       (157,449)
Other creditors                     (47,156)    (1,054)   (48,210)  (67,436)  (2,055)     (69,491)
Provision for liabilities

  and charges                       (25,589)    (9,262)   (34,851)  (34,013)   (1,048)    (35,061)
                                   ---------  ---------  --------- --------- ---------  ----------
Net Assets                           180,727     -         180,727   201,592     -         201,592

                                      ======     ======     ======    ======    ======      ======

Equity Shareholders' Funds           180,727                         201,592

                                       =====                           =====



Net Debt                             303,005                         307,757

                                       =====                           =====




                                     30 September 2002
                                                             Interest
                                                Group        In Joint                 Total
                                                             Ventures
                                                #'000           #'000                 #'000
Fixed Assets

Intangible                                    314,244          16,688               330,932
Tangible                                       26,240          15,589                41,829
Investments                                   101,117        (28,228)                72,889
                                           ----------       ---------            ----------
                                              441,601           4,049               445,650
                                           ----------       ---------            ----------
Current Assets
Stocks                                         86,315          35,901               122,216
Debtors                                        29,244          35,897                65,141
Cash at bank and in hand                       39,991           2,142                42,133
                                           ----------       ---------            ----------
                                              155,550          73,940               229,490
Creditors

Amounts falling due within

 one year                                   (157,838)        (60,781)             (218,619)
                                           ----------        --------             ---------
Net Current (Liabilities)/Assets              (2,288)          13,159                10,871

                                           ----------       ---------            ----------
Total Assets less Current

  Liabilities                                 439,313          17,208               456,521
Creditors:  Amounts falling due

  after more than one year:
Convertible debt                            (152,614)        -                    (152,614)
Other creditors                              (64,820)         (1,110)              (65,930)
Provision for liabilities

  and charges                                (32,645)        (16,098)              (48,743)
                                           ----------       ---------            ----------
Net Assets                                    189,234        -                      189,234

                                               ======          ======                ======

Equity Shareholders' Funds                    189,234

                                                =====



Net Debt                                      254,992

                                                =====



HENLYS GROUP plc

Statement of Total Recognised Gains and Losses

For the Half Year Ended 31 March 2003 (unaudited)




                                                                  6 months to      6 months to      9 months to
                                                                31 March 2003     30 June 2002     30 Sept 2002
                                                                        #'000            #'000            #'000

Loss for the financial period                                         (8,574)          (5,497)          (7,685)
Foreign exchange gain/(loss) on retranslation

  of investments and goodwill                                             270         (20,181)         (38,538)
Foreign exchange gain on retranslation of loans                           526           14,663           27,898
Tax effect of foreign exchange movements                                   33              243            (883)
                                                            -----------------   --------------   --------------
Total recognised gains and losses relating to the period              (7,745)         (10,772)         (19,208)
                                                            -----------------   --------------   --------------



HENLYS GROUP plc

Reconciliation of Movements in Equity Shareholders' Funds

For the Half Year Ended 31 March 2003 (unaudited)




                                                                 6 months to      6 months to      9 months to
                                                               31 March 2003     30 June 2002     30 Sept 2002
                                                                       #'000            #'000            #'000
Loss for the financial period                                        (8,574)          (5,497)          (7,685)
Dividends                                                              (762)           1,904)          (5,826)
Net foreign exchange gain/(loss) on translation of

  investments, goodwill and loans                                        796          (5,518)         (10,640)
Tax effect of foreign exchange movements                                  33              243            (883)
                                                              --------------   --------------     ------------
Net reduction to equity shareholders' funds                          (8,507)         (12,676)         (25,034)
Equity shareholders' funds at beginning of period                    189,234          214,268          214,268
                                                              --------------   --------------     ------------
Equity shareholders' funds at end of period                          180,727          201,592          189,234
                                                                  ==========      ===========       ==========



HENLYS GROUP plc

Group Cash Flow Statement

For the Half Year Ended 31 March 2003 (unaudited)


                                                                  6 months               6 months          9 months
                                                                     ended                  ended             Ended
                                                             31 March 2003           30 June 2002      30 Sept 2002
                                                                     #'000                  #'000             #'000
Net cash (outflow)/inflow from operating activities               (27,103)               (30,659)            18,419
                                                        ------------------   --------------------  ----------------
Dividends and interest received from joint ventures

   and associates                                                    2,840                  4,171             7,374
                                                        ------------------   --------------------  ----------------
Returns on investments and servicing of finance
Interest received                                                        -                      -               767
Interest paid                                                      (8,154)                (6,179)           (8,511)
                                                        ------------------   --------------------  ----------------
                                                                   (8,154)                (6,179)           (7,744)
                                                        ------------------   --------------------  ----------------
Taxation                                                               699                  1,010             1,479
                                                        ------------------   --------------------  ----------------
Capital expenditure and financial investment
Purchase of tangible fixed assets and product                     (12,873)                (7,365)          (14,705)
development
Sale of tangible fixed assets                                            -                     15                15
Sale of fixed asset investments                                      1,733                      2                 2
                                                        ------------------   --------------------  ----------------
                                                                  (11,140)                (7,348)          (14,688)
                                                        ------------------   --------------------  ----------------

Equity dividends paid                                              (5,826)                (2,589)           (2,589)
                                                        ------------------   --------------------  ----------------
Cash (outflow)/inflow before financing                            (48,684)               (41,594)             2,251
                                                        ------------------   --------------------  ----------------
Financing
Issue of new loans                                                  44,182                 52,158            42,150
Repayment of loans                                                (17,522)                (8,778)           (8,830)
Issue of ordinary share capital                                          -                      -                 -
                                                         -----------------       ----------------   ---------------
                                                                    26,660                 43,380            33,680
                                                          ----------------      -----------------    --------------
                                                          ----------------      -----------------    --------------
(Decrease)/increase in cash in the period                         (22,024)                  1,786            35,931
                                                               ===========            ===========        ==========





HENLYS GROUP plc

Notes to the Group Cash Flow Statement

For the Half Year Ended 31 March 2003 (unaudited)





1.     Reconciliation of operating profit to net cash (outflow) / inflow from
operating activities




                                                                    6 months           6 months          9months
                                                                       ended              ended            ended
                                                               31 March 2003       30 June 2002     30 Sept 2002
                                                                       #'000              #'000            #'000
Operating (loss)/profit                                              (2,008)              5,019
                                                                                                           7,114
Share of operating profit in joint ventures                          (3,398)              (862)
                                                                                                         (1,515)
Share of operating profit in associates                              (3,455)            (3,845)
                                                                                                         (3,413)
Depreciation and amortisation of goodwill                             10,446             11,074
                                                                                                          16,399
Profit on sale of fixed assets and businesses                              -                  -
                                                                                                             146
Movement in value of fixed asset investments                              24                 41
                                                                                                             (1)
Movement in working capital                                         (28,712)           (42,086)
                                                                                                           (311)
                                                           -----------------   ----------------   --------------
Net cash (outflow) / inflow from operating   Activities             (27,103)           (30,659)           18,419
                                                                ============        ===========        =========
2.     Reconciliation of net debt
                                                                    6 months           6 months         9 months
                                                                       ended              ended            ended
                                                               31 March 2003       30 June 2002     30 Sept 2002
                                                                       #'000              #'000            #'000
(Decrease) / increase in cash in the period                         (22,024)              1,786           35,931
Cash (inflow) / outflow from (increase) / decrease in               (26,660)           (43,380)         (33,680)
debt
                                                              --------------    ---------------    -------------
Movement in net debt resulting from cash flows                      (48,684)           (41,594)            2,251
Translation difference                                                   863             14,732           23,745
Amortisation of debt issue costs                                       (192)              (192)            (285)
                                                              --------------    ---------------    -------------
Movement in net debt in period                                      (48,013)           (27,054)           25,711
Net debt at beginning of period                                    (254,992)          (280,703)        (280,703)
                                                              --------------    ---------------    -------------
Net debt at end of period                                          (303,005)          (307,757)        (254,992)
                                                                  ==========         ==========        =========



HENLYS GROUP plc

NOTES



1.     Preparation of Interim Financial Statements



The Interim Financial Statements have been prepared on the basis of the
accounting policies set out in the Group's 2002 statutory financial statements.
The statements were approved by a duly appointed and authorised committee of the
board of directors on 6 June 2003. The half year figures are neither audited nor
reviewed.



The financial information does not constitute statutory financial statements for
the purpose of section 240 of the Companies Act 1985. The figures for the period
ended 30 September 2002 have been extracted from the statutory financial
statements which have been filed with the Registrar of Companies. The Auditors'
report for the period ended 30 September 2002 was unqualified and did not
contain any statement under section 237 of the Companies Act 1985.





2.    Segmental Reporting



Total turnover and operating profit, before amortisation of goodwill and
exceptional costs, by geographical origin were :


                               6 Months to 31 March 2003     6 Months to 30 June 2002 9 Months to 30 September 2002
                               Turnover        Operating    Turnover        Operating     Turnover        Operating
                                                  Profit                       Profit                        Profit
                                  #'000            #'000       #'000            #'000        #'000            #'000
North American                  188,160            3,788     280,667           11,309      478,518           26,411
operations
UK operations                    43,902            4,426      44,250            5,101       44,250            5,101
                           ------------    ------------- -----------      ----------- ------------    -------------
                                232,062            8,214     324,917           16,410      522,768           31,512
Less: share of                                                                (5,101)
associated
                               (43,902)          (4,426)    (44,250)                      (44,250)          (5,101)
  Company
                           ------------    ------------- -----------      ----------- ------------    -------------
                                188,160            3,788     280,667           11,309      478,518           26,411
                              =========        =========  ==========       ==========     ========        =========

3.     Exceptional Costs



The exceptional costs of #108,000 in the six months ended 31 March 2003 comprise
the Group's share of TransBus reorganisation costs and warranty costs in respect
of chassis no longer in production.





4.     Taxation



Taxation has been provided at the rate estimated to be applicable for the full
year.





5.     Dividends



The interim dividend declared at the rate of  1.0p per Ordinary share  (2002 -
2.5p per share) will be paid on 12 August 2003 to shareholders on the register
at the close of business on 18 July 2003.





6.     Earnings per share



The calculation of earnings per share is based on the profit after taxation.



The weighted average number of Ordinary shares in issue during the period
amounted to 76,153,761 (2002 - 76,153,761).



Fully diluted earnings per share is based on the profit after taxation and the
weighted average number of Ordinary shares in issue during the period adjusted
for the exercise of outstanding share options and convertible loan stock.



Adjusted earnings per share for basic and fully diluted is calculated on the
profit after taxation excluding amortisation of goodwill and exceptional costs.

.

7.     US Dollar Translation of Interim Statements



The US dollar presentation of the interim statements has been prepared on the
following basis:-



The profit and loss account and cash flow statement have been translated using
the average monthly exchange rates applied to the monthly results.



The balance sheet has been translated at the closing rate at 31 March 2003 of #1
=US$1.5807 (30 June 2002 - #1=US$1.5243 and 30 September 2002 -#1=US$1.5726).





8.     TransBus



As previously reported these interim results for the six months to 31 March 2003
include the Group's share of the trading results of TransBus for the six month
period from July to December 2002.





9.     Interim Report



The Interim Report is expected to be posted to shareholders on 13 June 2003.
Copies will be available to the public at the Registered Office of the Company
at 1 Imperial Place, Elstree Way, Borehamwood, Herts. WD6 1JJ.



The Company is registered in England and Wales. The Company's registered number
is 435086.





HENLYS GROUP plc

Group Profit and Loss Account (US Dollars)

For the Half Year Ended 31 March 2003  (Unaudited)


                                       6 months ended 31 March 2003                    6 months ended 30 June 2002
                                    Interest      Interest                               Interest      Interest

                  Group        In Joint            In        Total        Group     In Joint     In       Total
                               Ventures     Associates                               Ventures    Associates
                 US$'000      US$'000       US$'000      US$'000      US$'000      US$'000       US$'000      US$'000
Turnover
Existing         201,840       96,698        69,819      368,357      283,986      123,554        63,980      471,520
operations
                 ======       ======      ========       ======      =======      =======       =======       ======
Operating (Loss)/
Profit
Existing            (314)        6,253       7,059       12,998       14,568        2,131         7,415        24,114
operations                                                                                        
Amortisation of   (13,809)      (875)       (1,370)     (16,054)     (13,785)        (849)       (1,246)     (15,880)
goodwill                                                                             
Exceptional costs      -            -         (171)        (171)           -                        (583)      (583)
                                                                                                         
               ----------   ----------   -----------   ----------   ----------   ----------   -----------   ----------
                 (14,123)        5,378         5,518      (3,227)          783        1,282       5,586        7,651
                                                                                                          
Share of 
operating           5,378       ----------   -----------   ----------     1,282   ----------   -----------   ----------
profit in joint
ventures
Share of operating  5,518                                                5,586
profit in
associates
Total Operating    (3,227)                                               7,651
(Loss)/Profit
Share of profit on   1,821
disposal of fixed                                                         -
assets in
associates
Interest payable  (11,039)                                             (11,278)
(net)
                  --------                                            ---------
Loss on Ordinary  (12,445)                                              (3,627)
Activities before
Taxation
Taxation           (1,192)                                              (4,043)
                 --------                                            ---------
Loss after        (13,637)                                              (7,670)
Taxation

Dividends          (1,210)                                              (2,749)
                   --------                                            ---------
Transfer from     (14,847)                                             (10,419)
Reserves

                   ======                                                =====
Adjusted Profit    1,959                                                 12,836
before Taxation
                    ======                                               =====
Reconciliation of
Adjusted Profit
before Taxation

Adjusted Profit    1,959                                                12,836
before Taxation

Amortisation of   (16,054)                                             (15,880)
goodwill
Exceptional costs    (171)                                                (583)
Share of profit on   1,821                                                    -
disposal of fixed
assets in
associates

Loss before        (12,445)                                               (3,627)
taxation per
accounts
                    ======                                                =====



HENLYS GROUP plc

Group Profit and Loss Account (US Dollars)

For the Half Year Ended 31 March 2003  (Unaudited)




                                                     9 months ended 30 September 2002
                                                               Interest     Interest

                                                     Group     In Joint           In      Total

                                                               Ventures   Associates
                                                   US$'000      US$'000      US$'000    US$'000
Turnover
Existing operations                                536,120      177,799       63,980    777,899
Operating (Loss)/Profit

Existing operations                                 33,836        6,256        7,415     47,507
Amortisation of goodwill                          (20,688)      (1,290)                (23,891)
                                                                             (1,913)
Exceptional costs                                  (9,500)      (2,659)                (12,742)
                                                                               (583)
                                                 ---------     --------    ---------   --------
                                                     3,648        2,307        4,919     10,874
Share of operating profit in joint ventures          2,307     --------    ---------   --------
Share of operating profit in associates              4,919
                                                ----------
Total Operating (Loss)/Profit                       10,874
Share of profit on disposal of fixed assets              -
in associates
Interest payable (net)                            (16,398)
                                                ----------
Loss on Ordinary Activities before Taxation        (5,524)
Taxation                                           (5,555)
                                               -----------
Loss after Taxation                               (11,079)

Dividends                                          (8,618)
                                                ----------
Transfer from Reserves                            (19,697)

                                                    ======
Adjusted Profit before Taxation                     31,109
                                                    ======
Reconciliation of Adjusted Profit before
Taxation

Adjusted Profit before Taxation                     31,109

Amortisation of goodwill                          (23,891)
Exceptional costs                                 (12,742)
Share of profit on disposal of fixed assets              -
in associates
                                                ---------
Loss before taxation per ccounts                   (5,524)
                                                    ======





HENLYS GROUP plc

Group Balance Sheet (US Dollars)

As at 31 March 2003 (unaudited)




                                             31 March 2003                     30 June 2002
                                               Interest                           Interest
                                      Group    In Joint    Total      Group       In Joint        Total
                                               Ventures                           Ventures
                                     US$'000    US$'000   US$'000    US$'000       US$'000      US$'000
Fixed Assets

Intangible                             493,943    27,343    521,286    491,550      27,637      519,187
Tangible                                46,123    21,999     68,122     40,595      25,942       66,537
Investments                            162,298  (48,545)    113,753    160,923    (45,284)      115,639
                                      --------  --------  ---------    -------    --------   ----------
                                       702,364              703,161    693,068       8,295      701,363
                                                     797
                                      --------  --------  ---------  ---------   ---------     --------
Current Assets
Stocks                                 160,444    55,318    215,762    203,515      61,422      264,937
Debtors                                 44,022    46,130     90,152     54,969      61,080      116,049
Cash at bank and in hand                29,505               37,873     10,650       3,840       14,490
                                                   8,368
                                      --------  --------  ---------  ---------   ---------     --------
                                       233,971   109,816    343,787    269,134     126,342      395,476
Creditors

Amounts falling due within  one      (295,675)  (94,306)  (389,981)  (260,278)   (129,907)    (390,185)
year
                                      --------  --------  ---------  ---------   ---------     --------
Net Current (Liabilities)/Assets      (61,704)    15,510   (46,194)      8,856     (3,565)        5,291

                                      --------  --------  ---------  ---------   ---------     --------
Total Assets less Current
Liabilities
                                       640,660    16,307    656,967    701,924       4,730      706,654
Creditors: Amounts falling due
  after  more than one year
Convertible debt                     (240,000)            (240,000)  (240,000)                (240,000)
                                                       -                                 -
Other creditors                       (74,538)             (76,204)  (102,792)     (3,132)    (105,924)
                                                 (1,666)
Provision for liabilities and         (40,449)             (55,090)   (51,846)     (1,598)     (53,444)
charges                                         (14,641)
Net Assets                             285,673              285,673    307,286           -      307,286
                                                       -
                                        ======    ======     ======     ======      ======       ======

Equity Shareholders'   Funds           285,673                         307,286

                                        ======                           =====

Net Debt                               478,960                         469,114

                                        ======                          ======




HENLYS GROUP plc

Group Balance Sheet (US Dollars)

As at 31 March 2003 (unaudited)




                                                                      30 September 2002
                                                                               Interest
                                                                  Group        In Joint         Total
                                                                               Ventures
                                                                US$'000         US$'000       US$'000
Fixed Assets

Intangible                                                      494,180          26,244       520,424
Tangible                                                         41,265          24,515        65,780
Investments                                                     159,017        (44,391)       114,626
                                                           ------------  --------------    ----------
                                                                694,462           6,368       700,830
                                                           ------------   -------------    ----------
Current Assets
Stocks                                                          135,739          56,458       192,197
Debtors                                                          45,989          56,452       102,441
Cash at bank and in hand                                         62,890           3,369        66,259
                                                           ------------   -------------    ----------
                                                                244,618         116,279       360,897
Creditors

Amounts falling due within  one year                          (248,216)        (95,584)     (343,800)
                                                          -------------    ------------  ------------
Net Current (Liabilities)/Assets                                (3,598)          20,695        17,097

                                                          -------------    ------------  ------------
Total Assets less  Current Liabilities                          690,864          27,063       717,927
Creditors: Amounts falling due  after  more than one
year
Convertible debt                                              (240,000)               -     (240,000)
Other creditors                                               (101,936)         (1,746)     (103,682)
Provision for liabilities  and charges

                                                               (51,338)        (25,317)      (76,655)
                                                         --------------   -------------   -----------
Net Assets                                                      297,590               -       297,590

                                                               ========       =========    ==========

Equity Shareholders' Funds                                      297,590

                                                                 ======

Net Debt                                                        441,434

                                                                 ======






HENLYS GROUP plc

Group Cash Flow Statement (US Dollars)

For the Half Year Ended 31 March 2003 (unaudited)




                                                                   6 months               6 months            9 months
                                                                      ended                  ended               Ended
                                                              31 March 2003           30 June 2002        31 Sept 2002
                                                                    US$'000                US$'000             US$'000

Net cash (outflow)/inflow from operating activities                (42,174)               (43,441)              32,695
Dividends and interest received from joint ventures
and
                                                                      4,496                  6,020              10,994
   associates
Returns on investments and servicing of finance                    (12,901)                (8,991)            (11,418)
Taxation                                                              1,103                  1,432               2,162
Capital expenditure (net)                                          (17,705)               (10,663)            (22,062)
Equity dividends paid                                               (9,273)                (3,779)             (3,779)
                                                        -------------------     ------------------    ----------------
Cash (outflow)/inflow before financing                             (76,454)               (59,422)               8,592
Financing                                                            42,484                 62,517              47,620
                                                        -------------------     ------------------    ----------------
(Decrease)/increase in cash in the period                          (33,970)                  3,095              56,212
                                                                ===========              =========          ==========




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IR SSIFIMSDSEIM