RNS Number:0711T
Henlys Group PLC
10 December 2003


Date:         l0 December 2003

Contacts:     Allan Welsh               Chief Executive
              Henlys Group plc
              Telephone:                020 7638 9571 until 12 p.m.
                                        Thereafter:  020 8953 9953


              Chris Barrie
              Citigate Dewe Rogerson
              Telephone:                020 7638 9571



                                    Henlys Group plc

                     Preliminary Results for the year ended 30 September 2003

                                                        SALIENT POINTS


*    Financials                                                                   Year ended     9 months ended
                                                                                30 September        31 December
                                                                                        2003               2002
                                                                                                       Restated

     Turnover including Joint Ventures and Associates                              #516.7 m           #522.8 m

     Total Operating Profit before amortisation of goodwill                         #15.2 m            #34.5 m
     and exceptional items

     Total Exceptional items                                                       (#16.2 m)           (#8.2 m)


     Pre-Tax Profit before amortisation of goodwill                                  #2.0 m            #23.4 m
     and exceptional items

     Total Operating (Loss)/Profit                                                 (#23.1 m)           #10.1 m

     Adjusted Earnings per Share before amortisation of goodwill and                   1.8 p            21.1  p
     exceptional items

     Dividend per Share                                                                1.0 p              7.65p


*    Results affected by Blue Bird North Georgia and continuing weak
     North American coach market;
*    Recovery at North Georgia well advanced under new Blue Bird
     management team;
*    New Blue Bird 'Vision' school bus launched successfully with
     strong 2004 order book;
*    Nova Bus turnaround achieved;
*    TransBus delivering cost savings to address competition within
     the UK and Hong Kong markets;
*    New US$325.8m bank facilities in place with existing bank syndicate.

Commenting on the results, Allan Welsh, Chief Executive said:

"As a result of our strengthened operational management team and good progress
with North Georgia, the Board is confident that we can achieve a turnaround in
trading performance commencing in the 2003/4 financial year."


Joint Statement from the Chairman and Chief Executive:

This Report and Financial Statements cover the 12-month period ended 30
September 2003, following the change in 2002 of our accounting reference date
from 31 December to 30 September. As referred to in the Financial Director's
Review, the contribution from TransBus International included in the Financial
Statements covers the 12-month period to June 2003 as a result of different
financial years now adopted by the Group and The Mayflower Corporation plc, the
majority owner of this associate company.


Overview:

This year has been a very difficult one for the Group. In North America our main
markets remained subdued as a result of pressure on US Federal and State
expenditure budgets and the negative effect of continuing terrorism alerts, the
Iraq War and the SARS virus on levels of both business and tourist travel. In
addition the Blue Bird results were adversely affected by major but temporary
manufacturing problems at its school bus body and assembly plant in North
Georgia. In the UK, TransBus maintained its market leading position but faced
increased competition from Continental European bus and coach manufacturers.


Results:

Total turnover for the 12 months ended 30 September 2003 was #516.7m (9 months
to 30 September 2002 #522.8m). This includes #96.4m relating to our share of
TransBus (9 months to 30 September 2002 #44.2m). In overall terms, sales of
commercial bus and coach products were lower, due to the planned model
changeover in Blue Bird and the continuing downturn in the North American market
for touring coaches.  School bus sales were significantly down, primarily due to
output constraints at the North Georgia plant in the second half, but motorhome
sales held up well.

Operating profit for the 12-months, before exceptional costs and amortisation of
goodwill, was #15.2m compared with #34.5m (restated) in the 9 months to 30
September 2002. Pre-tax profit, before exceptional costs and goodwill
amortisation, was #2.0m against #23.4m (restated) for the previous 9 month
period. There was a net exceptional charge of #16.2m (9 months to 30 September
2002 #8.2m) for the 12 months, mainly relating to one-off costs of quality
rectification and production inefficiencies at North Georgia but also including
severance costs for people released at Blue Bird and TransBus as part of cost
reduction programmes. The loss after taxation for the year was #35.0m (9 months
to September 2002, loss of #5.6m - restated).

The weakness of the US dollar had an important impact on the year's reported
results. Profit was reduced by #0.8m as a result of lower earnings from Prevost
on its sales to the USA, net of savings in the Group's US dollar denominated
interest costs. This was offset by the benefit of #1.6m due to a change of
accounting policy relating to foreign exchange translation, as more fully
described in the Finance Director's Review. The prior year's results have been
restated for this policy change.

Despite State budget restrictions school bus demand in the USA and Canada
stabilised in this period following two years of decline. It is therefore
particularly disappointing that production problems at the Blue Bird North
Georgia facility prevented the Group taking full advantage of this and
overshadowed a number of other rationalisation and development projects that the
Company completed successfully. Following extensive management changes at Blue
Bird, the North Georgia issues are now being resolved and the company is well
equipped for the next phase of manufacturing improvement which will greatly
improve our competitive position.

One highly successful element of Blue Bird's school bus activity in this period
was the design and launch of its own chassis for the largest volume segment of
this market. The Blue Bird Type-C chassis, and the brand new school bus based on
that chassis, were successfully launched during 2003 and have been very well
received in the marketplace. The other new products mentioned in last year's
report, designed to give Blue Bird strong growth in the commercial bus, coach
and motorhome markets, are also well advanced. Some models have now been
launched and, despite having to address some of the early engineering issues
which often occur on the introduction of an ambitious new product range,
customer reaction is very positive and the order book is now growing.

Prevost Car Inc faced another challenging year, as the market for its luxury
touring coaches showed further deterioration. The Canadian market, where Prevost
is strong as the main domestic producer, was the worst affected by the SARS
outbreak, receiving high profile attention when the WHO for a short period
advised against travel to Toronto. In contrast Prevost's other activity, the
supply of custom-built coach shells for conversion into luxury motorhomes, has
seen stable volumes and currently offers good growth prospects as other
applications are developed for the shell structures - one of the best prospects
is conversion of shells into mobile command vehicles for the recently
established US Department of Homeland Security.  In response to the lower coach
volumes Prevost has continued to reduce fixed costs and use less working
capital.

Nova Bus successfully completed its exit from the "Buy America" market, and
improved its financial performance despite the lower volumes available from this
strategy. Steady progress was made in improving labour efficiency on the
long-term order for Quebec Province which now provides the main production load
for this plant, and the sales function was re-organised to pursue business with
other Canadian provinces. Negotiations on the renewal of a labour contract for
shop-floor employees broke down in late June resulting in management declaring a
lockout which continued  to the end of the financial year. Management and staff
were able to complete and deliver all critical orders over this period, so
customer image remains positive and the dispute is now resolved.

The main focus of TransBus this year shifted to cost reduction.  Substantial
labour cost savings were achieved, as well as increased flexibility to balance
capacity across different TransBus sites producing similar vehicles. Another
initiative to protect its leading market share is the launch of new vehicles
targeted at key market segments. The Profile launched in October 2002 has been
central to the achievement of a further 20% growth in coach sales this year and
the Enviro 200 midibus, with improved passenger capacity and the option of an
environmentally-friendly diesel/electric "hybrid" drive, should sustain the
leading position of TransBus in this vehicle category.


Re-financing

Following recent announcements of discussions with our lenders regarding the
re-financing of our banking facilities, the Board has agreed new facilities of
US$325.8m with its existing bank syndicate.

Scheduled amortisation payments totalling $40m will be made by the end of
September 2005. By 31 December 2005 a further $135m of these facilities are to
be refinanced. Following this repayment, the balance is repayable before the end
of December 2008. The new facilities, which are on a secured basis, are
conditional on the Group meeting financial covenants which have been set in
relation to expectations of future trading performance throughout the period of
these arrangements. Pricing on the new facilities will be higher, in line with
market terms and recent trading performance.


Dividend

In light of the disappointing trading performance in the last 6-months of the
period the Board has decided not to recommend a final dividend for the year
ended 30 September 2003. The total dividend for the year will therefore be the
1p paid as an interim dividend on 12 August 2003.

Despite the belief that this decision is appropriate in the present
circumstances, the Board reaffirms its intention of reverting to dividend
payments at an appropriate level as soon as there is evidence of a sustainable
recovery in the Group's financial performance.


Board

Robert Wood (Chairman) and Neil Beresford (Executive Director) retired on 30
April 2003 and we thank them for their contribution to the company. Mike Ost
became Non-Executive Chairman from 1 May 2003.

Although the appointments fall outside the financial year covered by the Report
we are delighted to announce the following Board changes effective from 1
December 2003:

--    Chris Woodwark joins the Group as Senior Non-Executive Director.

--    Bill Gillespie joins as Finance Director Designate.

--   Jeff Bust is appointed to the Board and retains his current position as
President & CEO of Blue Bird Corporation. Jeff replaces Richard Maddox, who
leaves the Group Board to focus full time on his position as VP Sales &
Marketing for Blue Bird.

Further information, including the previous careers of our new board members,
can be found in the press release covering these appointments (see
www.henlys.com)


Employees

We would like to thank employees throughout the Group for all their efforts
during another challenging year.


Outlook

Operational management has been strengthened substantially during the year, and
the new team in Blue Bird is making  good progress in dealing with the North
Georgia challenges and reducing the overall cost base in line with the more
competitive market conditions. In addition, the remainder of Blue Bird's new
motorhome, commercial bus and coach models will be launched within the next 12
months. As a result of these moves, combined with recent more positive signs of
US economic recovery and generally improving travel statistics, the Board is
confident that a turnaround in trading performance can be achieved commencing in
the 2003/4 financial year.

M S Ost
(Chairman)


T A Welsh
(Chief Executive)


Review of Operations

Group operating profit, before exceptional costs and amortisation of goodwill,
was #15.2m in the 12 months to 30 September 2003 compared with a restated #34.5m
for the 9 months ended 30 September 2002. The loss for the year after taxation
was #35.0m (9 months to 30 September 2002, loss of #5.6m - restated).

Our key markets in North America were again generally weaker in 2002/3. With the
continuing high profile given to the threat of terrorism, the build up to the
Iraq War early in our financial year and the effect of the SARS outbreak in
mid-year, we had to deal with the combined effects of lower travel activity and
a more cautious business approach from our major customers. Several customers
cut back their investment in new buses and coaches, some being forced down this
path by tighter Federal and/or State transportation budgets.

The challenge was heightened by higher fuel prices before and during the Iraq
War and increased insurance rates for our customers as industry rates maintained
the rising trend triggered by the events of September 11 2001. Some of these
factors also affected Europe, and in particular TransBus felt the effect of the
Iraq War and SARS as UK bus and coach operators saw a considerable drop in
inward business and tourist travel to the UK and less demand for coach tours
within the UK and to continental Europe. The market worst affected by SARS was
Hong Kong, which is TransBus's largest market after the UK.

However, against this background there have also been some encouraging signs.
Firstly, motorhome sales held up well as more Americans chose to holiday within
the USA, and this market is expected to maintain steady growth over the next few
years with the substantial increase in numbers of people in the 50-65 age range
which is critical for purchases of these vehicles. Also, school bus demand
levelled off this year after a 20% decline in the previous two year period.
Finally, bid activity has been increasing significantly in some markets as
confidence in economic recovery grows and tax revenues edge higher.


Blue Bird

Blue Bird sales for the 12 months to end September 2003 were #313.8m against a 9
month figure to end September 2002 of #358.1m. In the same comparative periods
operating profit, before exceptional costs and amortisation of goodwill was
#2.0m in 2003 against #27.0m in 2002.

This was a year of major model changes at Blue Bird. In school bus the new
Vision Type-C vehicle was launched, based on Blue Bird's first in-house chassis
for this main market segment, to replace vehicles previously built on a GM
chassis which is no longer available. The Vision has been very well received by
customers, and the production launch of the new chassis and the complete school
bus were implemented on time and without problems.

Unfortunately this success was overshadowed by challenges at Blue Bird's school
bus body and assembly plant in North Georgia. As mentioned in last year's report
this plant, in Lafayette close to the northern border of Georgia state, was
nominated to absorb the major proportion of manufacturing activity from another
Blue Bird school bus plant in Iowa which was closed in the 4th quarter of 2002
as part of a cost reduction programme. As new people were recruited to produce
the higher volumes and broader product range planned for North Georgia, skill
dilution and lack of satisfactory process controls led to major inefficiencies
and quality defects. Blue Bird suffered reduced overhead recovery and incurred
higher labour costs as substantial re-work was required on a high proportion of
the vehicles produced in this period to meet the required quality standards.
The exceptional costs related to the North Georgia issue were #17.3m.

In response to this situation we accelerated the strengthening of Blue Bird
management which was already underway. Following widespread changes at both
North Georgia and the corporate level the operational focus and capability of
the management is substantially improved. As well as bringing North Georgia
production under control, two projects have now been approved for the second
phase of the recovery plan. In 2004 we will re-organise the three existing
school bus sites into focused factories each limited to a well-defined and more
limited product range. At low capital cost and low risk we are creating a
modern, streamlined, robust manufacturing process for each of the main school
bus models. This work will use many of the low cost, high quality, minimum
working capital concepts which proved successful this year in Blue Bird's new
Type C chassis line.

Blue Bird's plans for strong growth in non-school bus products remain on track.
2003 saw the phase-out of several old models, and the launch of the first
new-generation vehicles in the motorhome, commercial bus and coach ranges.
Motorhome volumes were slightly up in the year as the first new vehicle
introduced, the M380 (38 ft motorhome), was available for the full year.  The
commercial bus range (Ultra LF and Ultra LMB) became available progressively
through the year, and a number of customers are assessing demonstration
vehicles. The Express 4000 (40 ft version) is the first of the new coach range
to reach the market, the launch customer being the US Government who have
ordered the Blue Bird Express for their prison and immigration services.

The market reaction to all of these vehicles is very positive. With the design
and engineering work now virtually complete, the full model range will be
introduced within the next year and this will be the platform for strong sales
and profit growth for Blue Bird outside the school bus arena for the first time.


Prevost

The Henlys share of turnover in Prevost Car for the 12 months to 30 September
2003 was #73.5m compared with #60.1m in the 9 months to end September 2002. Our
share of operating profit was #4.8m against #4.2m in the 9 months to September
2002.

In this period sales of coach shells, which Prevost supplies to specialist 
"converters" who install the interior fixtures and fittings to complete the
vehicle as a luxury motorhome, were in line with the previous year. However
Prevost continues to be affected by the depressed coach market and sales in this
product line were well down year on year. Coach purchases by independent
operators in the USA and Canada are now less than half the peak level attained
in 1999, giving some expectation that there should be a significant rebound when
economic recovery is evident.

In these market conditions Prevost continues to pursue cost reduction
initiatives. This year there was a significant cut in after market overheads
from rationalising the Parts and Service facilities in Canada and the USA, and
for four months the Company took advantage of a Canadian Government subsidised 
"time sharing" scheme to retain skilled employees but work reduced hours. At the
same time our primary marketing activity has been aimed at achieving growth by
developing some of the emerging applications for coach shell conversion like
mobile command centres, customer hospitality and product demonstration vehicles.


Nova Bus

The planned turnaround in Nova Bus has been achieved by withdrawing from the
unprofitable "Buy America" strategy to focus on a broader Canadian customer
base. Henlys' share of turnover was #30.9m in the year to 30 September 2003
compared with #22.8m in the 9 months to September 2002. Nova Bus has now been
trading profitably for 18 months, and operating profit in the 12 months to
September 2003 was #2.4m against a loss of #0.1m for the previous 9 month
period.

The last quarter of the financial year was disrupted by an industrial dispute. A
new trade union won the right to represent Nova's shop-floor employees earlier
in the year, then in late June negotiations regarding renewal of the three year
employment contract broke down. The dispute lasted until October, but the
situation is now satisfactorily resolved.

Notwithstanding this dispute Nova has had a successful year, with the continuing
efforts on lean manufacturing taking over 20% of the labour hours out of the
standard Nova bus production time and an R&D subsidy of #3.5m being secured from
the Quebec Government to fund joint development work with ATUQ (the Quebec Urban
Transport Association) to achieve design and performance improvements needed to
secure future business with this large customer.


TransBus

The Group's share of TransBus sales in the year to end September 2003 was
#96.4m, compared with the 9 month figure of #44.2m to 30 September 2002.  On the
same basis our share of operating profit was #9.0m in 2003 against #5.1m for the
9 months of 2002. This comparison is complicated by the fact that, due to the
Group's transition to the new fiscal year ending 30 September, only 6 months'
turnover and profit from TransBus was included in the Group's 9 month results to
30 September 2002.

In this period TransBus recorded slightly lower sales for London, following
their heavy investment in bus fleet renewal in the run-up to the introduction of
the congestion charge, and there was increased competition from continental
European suppliers. TransBus reacted well to the tougher conditions, with
significant cost reductions achieved including redundancy programmes at the
Guildford chassis plant and the Wigan double deck bus factory. This action,
along with growing sales of a number of recently launched new vehicles, enabled
TransBus to maintain its leading position in the UK market.


T A Welsh

Finance Director's Review


Trading Results

The adjusted profit before taxation for the period is summarised as follows:-


                                                                                12 months          9 months             
                                                                               to 30 Sept        to 30 Sept             
                                                                                     2003              2002
                                                                                                   Restated
                                                                                       #m                #m
Adjusted profit before taxation                                                      2.0              23.4

Less:
Amortisation of goodwill                                                           (20.2)            (16.2)
Exceptional costs(a)                                                               (16.2)             (8.2)
Loss on Ordinary Activities
Before Taxation                                                                    (34.4)             (1.0)



(a)     Exceptional costs in 2003 comprise:                                                             #m

           (i)       Cost of production difficulties and quality

                     problems at Blue Bird's plant in Lafayette,

                     North Georgia, following transfer of product

                     lines from other plants                                                       (17.3)


           (ii)      Release of over-provision for closure costs of

                     Blue Bird's Iowa plant                                                          2.4


           (iii)     Cost of closure of the research & development

                     site in the UK and other redundancies                                          (1.3)


           (iv)      Henlys share of further closure costs of

                     Nova RTS plant in Roswell, New Mexico                                          (0.8)


           (v)       Henlys share of TransBus exceptional costs                                      0.8
                                                                                                   (16.2)



Comparative Figures

Following the Group's change in accounting reference date in 2002, these are the
first full 12 months accounts to the new accounting date of 30 September. The
comparative figures in these statements are for the 9 months to 30 September
2002.


Change of Accounting Policy

As mentioned in the Chairman and Chief Executive's report there has been a
change of accounting policy in 2003 relating to foreign exchange translation,
which has increased operating profit by #1.58m (2002 - #2.98m). This change is
to treat the loan between Henlys Group plc and Blue Bird as financing working
capital which more appropriately reflects its current and expected use.
Previously it was treated as borrowings used to finance the company's investment
in Blue Bird.  The prior period's results have been restated for this change and
it is intended in future to minimise the effect of exchange rate movements by
matching currency exposures and by hedging.


Earnings per Share

There is a difference between the basic and adjusted earnings per share which
arises mainly because of the amortisation of goodwill and exceptional costs. The
Notes to this announcement set out the detailed calculations of the earnings per
share on a normal and adjusted basis for both basic and diluted earnings.


TransBus International Limited

This associated company is 30% owned by Henlys Group plc with the remaining 70%
owned by The Mayflower Corporation plc. Following the change in accounting
reference date of Henlys Group plc, the accounting periods of the Group are no
longer co-terminus with those of Mayflower. Henlys includes its share of the
results of TransBus only when the Mayflower results, which include TransBus,
have been published; accordingly these financial statements include Henlys'
share of the results of TransBus for the twelve months to 30 June 2003.

In accordance with the terms of the Shareholder Agreement on the formation of
TransBus Henlys share of the profits of TransBus increased from 25% to 30% with
effect from 1 January 2003.


Borrowings

As at 30 September 2003, net debt amounted to #284.7m compared to #255.0m at 30
September 2002. Net debt includes #144.5m (2002 #152.6m) in respect of a US$240m
convertible loan which is repayable in October 2009.

Following recent announcements of discussions with our lenders regarding the
re-financing of our banking facilities, the Board has agreed new facilities of
US$325.8m with its existing bank syndicate.

Scheduled amortisation payments totalling $40m will be made by the end of
September 2005.  By 31 December 2005 a further $135m of these facilities are to 
be refinanced. Following this repayment, the balance is repayable before the end
of December 2008. The new facilities, which are on a secured basis, are
conditional on the Group meeting financial covenants which have been set in
relation to expectations of future trading performance throughout the period of
these arrangements. Pricing on the new facilities will be higher, in line with
market terms and recent trading performance.


Treasury

So far as foreign exchange is concerned, the major part of the debt taken on at
the time of the acquisition of Blue Bird was drawn down in US Dollars to provide
a balance sheet hedge against the investment in Blue Bird.

As at 30 September 2003, US$104.5m (#62.3m) of the term debt had been drawn
down. US$150.0m (#90.3m) drawings were outstanding under the revolving credit
facility of US$150m (#90.3m). In addition the Group has unutilised overdraft
facilities available which total #20.9m.

A substantial part of the Group's debt is represented by a convertible loan of
US$240m (#144.5m) with an interest rate fixed at 5.5%, which provides to the
Group a substantial element of interest rate protection.

Prevost, our North American joint venture, prepares its accounts in Canadian
Dollars, but has significant sales and purchases in US Dollars. Forward currency
contracts are taken out within Prevost to match anticipated flows of foreign
currency.



Group Profit and Loss Account
FOR THE YEAR ENDED 30 SEPTEMBER 2003




                                       Year ended 30 September 2003                  9 months ended 30 September 2002
                                Interest in     Interest                         Interest in     Interest
                                      Joint           in                  Group        Joint           in
                          Group    Ventures   Associates      Total    Restated     Ventures   Associates       Total   
                           #000        #000         #000       #000        #000         #000         #000        #000
                                                                                   
                                                                     
                                                                             
                                                       
                                                                                       

Turnover                313,790    106,505       96,381     516,676     358,061      120,457       44,250     522,768


Cost of sales          (290,501)   (85,887)     (75,389)   (451,777)    (315,848)   (108,533)     (33,526)   (457,907)



Gross Profit             23,289     20,618       20,992      64,899       42,213      11,924       10,724      64,861


Other operating         (57,826)   (15,410)     (14,720)    (87,956)     (37,046)    (10,409)      (7,311)    (54,766)
expenses (net)


Operating (Loss)/
Profit

  Continuing             (1,059)     7,237        9,038      15,216       25,273       4,119        5,101      34,493
operations


  Amortisation of       (17,257)    (1,172)      (1,727)    (20,156)     (14,001)       (873)      (1,295)    (16,169)
goodwill


  Exceptional costs     (16,221)      (857)      (1,039)    (18,117)      (6,105)     (1,731)        (393)     (8,229)



                        (34,537)     5,208        6,272     (23,057)       5,167       1,515        3,413      10,095


Share of operating
profit
in joint ventures         5,208                                            1,515



Share of operating
profit in associates      6,272                                            3,413

Total Operating         (23,057)                                          10,095
(Loss)/Profit



Share of profit on
disposal of               
fixed assets in
associates                1,875                                                -


Interest payable        (13,184)                                         (11,106)
(net)


Loss on Ordinary
Activities
before Taxation         (34,366)                                          (1,011)


Taxation                   (634)                                          (4,587)



Loss for the            (35,000)                                          (5,598)
Financial Period


Dividends                  (761)                                          (5,826)



Transfer from           (35,761)                                         (11,424)
Reserves



(Loss)/Earnings per
Share


Basic                    (46.0)p                                           (7.4)p


Adjusted                   1.8p                                            21.1p


Diluted                  (29.6)p                                           (1.0)p

Adjusted diluted           7.2p                                            20.9p




Balance Sheets

AT 30 SEPTEMBER 2003


                                         Interest                            Interest
                                         In Joint                            In Joint
                                 Group   Ventures      Total         Group   Ventures     Total     Company     Company
                               30 Sept    30 Sept    30 Sept       30 Sept    30 Sept   30 Sept   30 Sept       30 Sept
                                  2003       2003       2003          2002       2002      2002        2003        2002
                                                                  Restated                                     Restated
                                  #000       #000       #000          #000       #000      #000        #000        #000


Fixed Assets


Intangible assets             295,469     17,304    312,773       314,244     16,688    330,932           -           -



Tangible assets                27,819     12,854     40,673        26,240     15,589    41,829         127         221


Investments                   103,214    (31,733)    71,481       101,117    (28,228)   72,889     572,219     590,533


                              426,502     (1,575)   424,927       441,601      4,049    445,650    572,346     590,754



Current Assets


Stocks                         85,573     30,725    116,298        86,315     35,901    122,216           -           -



Debtors                        22,356     26,896     49,252        29,244     35,897    65,141      45,625      41,468


Cash at bank and in hand       21,351      6,607     27,958        39,991      2,142    42,133       9,227      16,567


                              129,280     64,228    193,508       155,550     73,940    229,490     54,852      58,035





Creditors


Amounts falling due within    232,895     53,366    286,261       157,838     60,781    218,619    263,031     206,424
one year




Net Current (Liabilities)/   (103,615)    10,862    (92,753)       (2,288)    13,159    10,871    (208,179)   (148,389)
Assets




Total Assets less Current     322,887      9,287    332,174       439,313     17,208    456,521    364,167     442,365
Liabilities


Creditors:  Amounts
falling due
after more than one year:


                              
   Convertible debt           144,456           -   144,456       152,614           -   152,614    144,456     152,614


                                
   Other creditors              5,101        647      5,748        64,820      1,110    65,930           -      64,820  
                                                     


Provisions for Liabilities     27,382      8,640     36,022        32,645     16,098    48,743           -           -
and Charges


Net Assets                    145,948           -   145,948       189,234           -   189,234    219,711     224,931





Capital and Reserves


Called up share capital        19,038                              19,038                           19,038      19,038


Share premium account         118,800                             118,800                          118,800     118,800


Other reserves                 25,445                              33,111                           51,845      54,253


Profit and loss account       (17,335)                             18,285                           30,028      32,840

Equity Shareholders' Funds    145,948                             189,234                          219,711     224,931




Group Statement of Total Recognised Gains and Losses

FOR THE YEAR ENDED 30 SPETEMBER 2003.




                                                                                                9 months
                                                                             Year ended            ended
                                                                                30 Sept          30 Sept
                                                                                   2003             2002
                                                                                                Restated
                                                                                   #000             #000
                                                                                                  


Loss for the financial period - Group                                          (41,750)          (5,705)
                              - Joint Ventures                                   1,639           (1,841)
                              - Associates                                       5,111            1,948
                                                                               (35,000)          (5,598)

Foreign exchange loss on retranslation of investments and goodwill             (20,396)         (38,538)

Foreign exchange gain on retranslation of loans                                 15,203           24,917

Tax effect of foreign exchange movements                                        (2,152)              11

Total recognised gains and losses relating to the period                       (42,525)         (19,208)



Reconciliation of Movements in Equity Shareholders' Funds

FOR THE YEAR ENDED 30 SEPTEMBER 2003.




                                                                                               9 months
                                                                             Year ended           ended
                                                                                30 Sept         30 Sept
                                                                                   2003            2002
                                                                                               Restated
                                                                                   #000            #000
                                                                                                 


Loss for the financial period                                                  (35,000)         (5,598)


Dividends                                                                         (761)         (5,826)


Foreign exchange loss on retranslation of investments and goodwill             (20,396)        (38,538)


Foreign exchange gain on retranslation of loans                                 15,023          24,917


Tax effect of foreign exchange movements                                        (2,152)             11


Net movement in equity shareholders' funds                                     (43,286)        (25,034)


Equity shareholders' funds at beginning of period                              189,234         214,268


Equity shareholders' funds at end of period                                    145,948         189,234




Group Cash Flow Statement

FOR THE YEAR ENDED 30 SEPTEMBER 2003.


                                                                                               9 months
                                                                             Year ended           ended
                                                                                30 Sept         30 Sept
                                                                                   2003            2002
                                                                                   #000        Restated
                                                                                                   #000


Net Cash (Outflow)/Inflow from Operating Activities                             (8,516)         21,400


Dividends and Interest Received from Joint Ventures and Associates               5,823           7,374


Returns on Investments and Servicing of Finance                                (14,478)         (7,744)


Taxation                                                                         1,308           1,479


Capital Expenditure (net)                                                      (20,308)        (14,688)


Equity Dividends Paid                                                           (6,588)         (2,589)






Cash (Outflow)/Inflow before Financing                                         (42,759)          5,232


Financing                                                                       15,434          33,680




(Decrease)/Increase  in Cash in the Period                                     (27,325)         38,912









Notes



1.         Loss/Earnings per Share

            Loss per share has been calculated by dividing the loss for the year
ended 30 September 2003 of #35,000,000 (Nine months ended 30 September 2002
(restated) - #5,598,000) by 76,153,761 (2002 - 76,153,761) Ordinary shares,
being the weighted average number of Ordinary shares in issue during the period.



            Adjusted earnings per share, which gives a useful indication of
underlying performance, has been calculated by dividing the profit for the year
ended 30 September 2003, before amortisation of goodwill and exceptional costs,
of #1,382,000 (Nine months ended 30 September 2002 (restated) - #16,072,000) by
76,153,761 (2002 - 76,153,761) Ordinary shares, being the weighted average
number of Ordinary shares in issue during the period.



            Diluted loss per share has been calculated by dividing the loss for
the year ended 30 September 2003, excluding the interest on the convertible loan
stock net of tax, of #29,252,351 (Nine months ended 30 September 2002 (restated)
- loss of #964,000) by 98,879,633 (2002 - 98, 823,585) Ordinary shares, being
the weighted average number of Ordinary shares in issue during the period
adjusted for the exercise of outstanding share options and convertible debt.



            Adjusted diluted earnings per share has been calculated by dividing
the adjusted profit for the year ended 30 September 2003, excluding the interest
on the convertible loan stock net of tax, of #7,129,649 (Nine months ended 30
September 2002 (restated) - #20,706,000) by 98,879,633 (2002 - 98,823,585)
Ordinary shares, being the weighted average number of Ordinary shares in issue
during the period adjusted for the exercise of outstanding share options and
convertible debt.





2.         The above financial statements do not constitute the company's
statutory financial statements. Statutory financial statements for the nine
months ended 30 September 2002 have been delivered to the Registrar of
Companies. These financial statements contain an unqualified auditors' report
which did not contain any statements under section 237 (2) or (3) of the
Companies Act 1985. Statutory financial statements for the year ended 30
September 2003 which will contain an unqualified report from the auditors will
be posted to shareholders on 5 January 2004 and delivered to the Registrar of
Companies.





3.         Copies of this statement are available to the public on the Company's
web site www.henlys.com and from the Registered Office: Henlys Group plc, 1
Imperial Place, Elstree Way, Borehamwood, Herts. WD6 1JJ.




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

FR EANANEANDFFE