RNS Number:4261P
Oystertec PLC
05 September 2003


For Immediate Release                                  Friday 5th September 2003



                                 Oystertec PLC

            Interim Results for the six months ended 30th June 2003


Oystertec PLC ("Oystertec"), the engineering intellectual property group, is
pleased to announce its interim results for the six months ended 30th June 2003.

Highlights for the period were as follows:

-  Operating profit before goodwill and exceptional items of #1.49m (2002: loss
   of #1.27m)

-  Successful focus on earnings growth, with earnings per share of 0.56p (2002:
   0.09p)

-  Good progress in developing and marketing the Oystertec product range

-  Increase in gearing as expected with interest cover of 5.5 times: second half
   to be cash generative.

-  On going rationalisation programme significantly reducing costs in second
   half

-  Performance improvement anticipated to continue.



Commenting on the interim results, Angus Monro, Chairman, said:

"We are pleased with these results and remain confident about the future
prospects for the group".



For further information please contact:

Angus Monro                                           Tel: 01430 875 246
Chairman, Oystertec

Adrian Binney                                         Tel: 01430 875 246
Finance Director, Oystertec

Bobby Morse/Suzanne Dunne                             Tel: 020 7466 5000
Buchanan Communications




OYSTERTEC PLC

Results at a Glance
Six Months to 30 June 2003


#'000                                IBP                        Europower                    Total
                                           2003         2002          2003           2002         2003         2002
                                       6 months     6 months      6 months       3 months

Turnover (excluding joint ventures)      39,199       40,892        12,752          7,389       51,951       48,281
                                     ----------    ---------     ---------      ---------    ---------    ---------


Divisional profit/(loss), including
  share of joint ventures                 1,956         (41)           218          (229)        2,174        (270)
                                      ---------    ---------     ---------      ---------


Corporate costs                                                                                  (686)        (999)
                                                                                             ---------     --------
Operating profit/(loss) before the
  following ('trading profit')                                                                   1,488      (1,269)
Goodwill                                                                                           986        1,742
Exceptional operating items                                                                      (833)        (277)
Exceptional non-operating items                                                                    372           86
                                                                                             ---------    ---------
Profit on ordinary activities
  before interest                                                                                2,013          282
                                                                                             ---------    ---------



CHAIRMAN'S STATEMENT



I am delighted to report that we have produced significant profit growth in the
six months to 30 June 2003. This reflects our strategy of driving down costs in
our operating divisions and achieving higher quality of earnings.

Together our plumbing and industrial businesses generated profits of #2.17m,
before goodwill and exceptional costs, in comparison to a loss of #(0.27)m for
the same period last year. Corporate costs were reduced from #1.00m to #0.69m.

Group operating profits before goodwill and exceptional items were therefore
#1.49m against losses of #(1.27)m last year.

Gearing has increased as anticipated, through financing of rationalisation costs
and the building up of stocks in advance of factory closures. We remain
comfortably within our banking facilities and anticipate the second half year to
be significantly cash-generative.

We are pleased with these results, which demonstrate the benefits of focusing on
reducing the cost base of the businesses. With factory closures and other cost
reduction measures occurring in recent weeks, we remain confident that our
performance will continue to improve through the year.

These results have been achieved in challenging markets through the hard work
and application of our employees, to whom the Board would like to express its
gratitude.



Review of the Businesses

IBP and Europower have responded very quickly to the changes imposed on them
since they were acquired and the following summary demonstrates the significant
progress made:


#'000                                                   Six months ended 30 June (unaudited)
                                                           2003                 2002                *2001
IBP
   Trading profits/(losses)**                             1,956                 (41)              (2,015)
   Full time working employees                              766                1,064                1,329
Europower
   Trading profits/(losses)**                               218             ***(672)                (246)
   Full time working employees                              341                  425                  467


*    - 2001 data is all pre-acquisition, except one month at IBP

**   - Trading Profits are operating profits before goodwill and exceptional
items and includes Joint Venture profits, where applicable.

*** - Europower for 2002 - #(672) was for the full 6 month period, of which #
(229) was from the date of acquisition.



IBP

Sales have improved from the slow start to the year, such that sales in the six
months were only 4.1% down on last year. While trading conditions continue to be
difficult, we are concentrating on products and new market segments that provide
opportunities for new margin-enhancing business and sustainable growth.

The main focus of our rationalisation programmes has been the closure of
machining centres in Germany and the UK. The latter has occurred over recent
weeks, providing significant fixed and variable cost savings from the third
quarter onwards. Stock levels have been built up to manage the production
transfer to our Polish factory and most of the rationalisation expenditure on
this project is now completed.

Over #4.1m was incurred in rationalisation costs in the six months. Most of this
related to projects provided for in December 2001, but it also included #0.3m
incurred and charged as exceptional costs in the period, which was principally
in Portugal where a warehouse was closed.

With such exceptional costs being incurred and the short-term investment in
stock (#2.4m increase from 31 December 2002), the cash outflow of #5.3m (2002:
#0.2m net outflow) in the six month period was in line with expectations. With
the unwinding of the stock position, we anticipate the second half to be
significantly cash positive.

We are pleased with the progress of our Oyster plumbing products, with sales
increasing, particularly in the UK, Germany and Spain, while margins have also
improved. Direct marketing initiatives are now well underway and 20,000 starter
kits have been mailed direct to UK plumbers, with incentives for them to visit
key stockists.



Europower

Trading conditions have been tough particularly across Europe, leading to sales
being 13% down on last year. It is therefore significant that trading profits
have been generated. Fixed costs were #1.2m less than last years levels over the
same period; a reduction of 24%.

Our rationalisation projects continue, which have included the recent end to
rubber hose production at Whitby and the closure of the CNC machining centre at
Market Weighton.

Stock increases were responsible for the modest net cash outflow of #0.3m before
rationalisation expenditure of #0.2m.

Significant focus is being placed on new product areas: both modernising the
current Europower range and launching the new Oyster TL "Threadless" technology
for high pressure applications. The Oyster TL fitting is under test at a number
of major Europower OEM customers and stock build to support the launch will
commence in the second half.



Automotive

In Automotive, we have strengthened the management and product development team.
The product portfolio has been increased to include brakes, air conditioning,
engine and transmission oil cooling, as well as the original power steering and
turbo fittings. Application engineering and test programmes are now underway at
a considerable number of third parties.

The Oystertec fitting obtained full technical approval from both Gates and
Volvo. However, routing problems with the Gates pipe-work prevented a
mid-platform engineering change. We continue to have discussions with both
parties over new projects.

Product testing by Dana is due to be completed this year and licence discussions
are progressing well.



Outlook

Sales across the group in July and August 2003 are in line with our
expectations. We commence the second half with a degree of cautious optimism
despite certain markets remaining difficult, especially in industrial
applications.

As indicated, costs will be materially lower in the second half and we will
continue to push ahead with our remaining rationalisation projects, benefiting
2004 and beyond. As a result, we anticipate that our performance through the
second half will continue to improve.

We remain focussed on marketing the Oystertec products within plumbing,
hydraulics and automotive applications, so that revenues will grow from 2004
onwards.

Finally, we are confident that the group's outlook for the current financial
year is at least in line with market expectations.


Angus Monro
Chairman

4 September 2003





OYSTERTEC PLC
Consolidated Profit & Loss Account for the six months ended 30 June 2003

                                                                 Six months        Year ended        Six months
                                                                 ended             31 December       ended
                                                                 30 June 2003      2002              30 June 2002
                                                                 #'000             #'000             #'000

Turnover of the group including its share of joint venture
turnover - note 1(a)
                                                                 58,054            112,431           55,135
Share of joint venture turnover                                  (6,103)           -                 -
                                                                 ---------         ---------         ---------
Group turnover - note 1(a)                                       51,951            112,431           55,135
Cost of sales                                                    ---------         ---------         ---------
- goodwill                                                       986               3,160             1,742
- other                                                          (39,129)          (89,160)          (41,068)
                                                                 ---------         ---------         ---------
                                                                 (38,143)          (86,000)          (39,326)
                                                                 ---------         ---------         ---------
Gross profit                                                     13,808            26,431            15,809
Distribution costs                                               (5,828)           (10,962)          (8,145)
Administration expenses - recurring                              (5,656)           (13,918)          (7,191)
Administration expenses - exceptional                            (833)             (738)             (277)
                                                                 ---------         ---------         ---------
Group operating profit                                           1,491             813               196
Share of joint venture operating profit                          150               -                 -
                                                                 ---------         ---------         ---------
Total operating profit - note 1(b)                               1,641             813               196
Profit on disposal of fixed assets                               372               119               120
Loss on disposal of subsidiary                                   -                 (34)              (34)
                                                                 ---------         ---------         ---------
Profit on ordinary activities before interest                    2,013             898               282

Interest
- group receivable                                               45                183               88
- group payable                                                  (398)             (616)             (246)
- joint venture payable                                          (11)              -                 -
                                                                 ---------         ---------         ---------
Profit on ordinary activities before taxation - note 1(b)        1,649             465               124
Taxation - group                                                 (200)             (427)             -
Taxation - joint venture                                         (49)              -                 -
                                                                 ---------         ---------         ---------
Profit on ordinary activities after taxation                     1,400             38                124
Profit/(loss) attributable to minority interests - equity        -                 (18)              78
                                                                 ---------         ---------         ---------
Profit attributable to ordinary shareholders and retained for
the period
                                                                 1,400             20                202
                                                                 ---------         ---------         ---------


Earnings per share (p) - note 4                                  0.56              0.01              0.09
                                                                 ---------         ---------         ---------
Diluted earnings per share (p) - note 4                          0.56              0.01              0.08
                                                                 ---------         ---------         ---------






The company's 50% ownership of Tubo Tecnico Europeo SL (Tertub) was consolidated
as a subsidiary up to 31 December 2002 due to the dominant influence exercised
by the directors. From this date, such dominant influence had ceased and
accordingly the investment is now accounted for as a joint venture.





Supplementary Statements for the six months ended 30 June 2003

Consolidated Statement of Total Recognised Gains and Losses

                                                                Six months          Year ended          Six months
                                                                ended               31 December         ended
                                                                30 June 2003        2002                30 June 2002
                                                                #'000               #'000               #'000

Profit attributable to the members of the group:
- Group                                                         1,310               20                  202
- Joint venture                                                 90                  -                   -
                                                              ---------           ---------           ---------
                                                                1,400               20                  202

Unrealised gain on translation of foreign currency investment
in subsidiaries:
- Group                                                         330                 1,223               1,192
- Joint venture                                                 350                 -                   -

                                                              ---------           ---------           ---------
Total recognised gains and losses relating to the period        2,080               1,243               1,394
                                                              ---------           ---------           ---------




Note of Historical Cost Profits and Losses

There are no differences between the results reported and the results on a
historical cost basis.


Consolidated Balance Sheet at 30 June 2003
                                                                                      31 December           30 June
                                                             30 June 2003                    2002              2002
                                                              #'000       #'000             #'000             #'000

Fixed assets
Intangible assets - positive goodwill                                     6,060             6,312             7,217
Intangible assets - negative goodwill                                   (9,904)          (11,350)          (13,451)
                                                                       --------         ---------         ---------
                                                                        (3,844)           (5,038)           (6,234)

Intangible assets - other                                                 3,592             3,403             3,143
Tangible assets                                                          20,261            21,117            30,617
Investments - joint venture gross assets                                  6,454             6,152                 -
Investments - joint venture gross liabilities                           (1,029)           (1,025)                 -
Investments - other                                                           -                44                45
                                                                      ---------         ---------         ---------

                                                                         25,434            24,653            27,571
                                                                                        ---------         ---------
Current assets
Stocks                                                       25,079                        21,420            22,084
Assets held for resale                                          272                           255               299
Pension debtor due within one year                              552                           552               336
Pension debtor due after one year                             3,567                         4,336             4,937
Other debtors                                                23,668                        21,498            26,792
Cash held at bank and in hand                                 2,816                         6,811             8,575
                                                          ---------                     ---------         ---------
                                                             55,954                        54,872            63,023
                                                          ---------                     ---------         ---------

Creditors: amounts falling due within one year
Bank loans and overdrafts                                  (12,404)                       (6,597)           (8,077)
Loan notes                                                     (32)                       (3,274)           (3,273)
Other creditors                                            (17,478)                      (16,976)          (19,549)
                                                          ---------                     ---------         ---------
                                                           (29,914)                      (26,847)          (30,899)
                                                          ---------                     ---------         ---------

Net current assets                                                       26,040            28,025            32,124
                                                                      ---------         ---------         ---------
Total assets less current liabilities                                    51,474            52,678            59,695

Creditors: due after more than one year
Due on the purchase of intellectual property                (2,558)                       (2,721)           (2,866)
Bank loans                                                    (911)                         (450)             (927)
Other creditors                                             (1,455)                       (1,494)                 -
                                                          ---------                     ---------         ---------
                                                                        (4,924)           (4,665)           (3,793)
                                                                                        ---------         ---------
Provisions
Rationalisation costs                                       (2,193)                       (6,010)           (9,251)
Vacant properties                                             (373)                         (401)                 -
Pension liabilities                                         (7,026)                       (6,724)           (6,638)
                                                          ---------                     ---------         ---------
                                                                        (9,592)          (13,135)          (15,889)
                                                                      ---------         ---------         ---------
Net assets - note 1(c)                                                   36,958            34,878            40,013
                                                                      ---------         ---------         ---------

Capital and reserves
Share capital                                                               125               125               125
Share premium account                                                    46,894            46,894            46,894
Profit and loss account                                                (10,061)          (12,141)          (11,990)
                                                                      ---------         ---------         ---------
Equity shareholders' funds - note 2                                      36,958            34,878            35,029

Minority interest - equity                                                    -                 -             4,984
                                                                      ---------         ---------         ---------
                                                                         36,958            34,878            40,013
                                                                      ---------         ---------         ---------





Consolidated Cash Flow Statement for the six months ended 30 June 2003


                                                                     Six months        Year ended        Six months
                                                                          ended       31 December             ended
                                                                   30 June 2003              2002      30 June 2002
                                                                          #'000             #'000             #'000

Net cash inflow/(outflow) from operating activities -
note 3(a)                                                               (6,992)             3,004               797
Dividends from joint venture                                                141                 -                 -
Returns on investments and servicing of finance - note 3(b)               (353)             (433)             (158)
Taxation paid                                                               (4)             (424)             (269)
Capital expenditure and financial investment - note 3(c)                    563           (2,436)             (525)
Acquisitions and disposals - note 3(d)                                        -          (11,559)          (10,997)
                                                                      ---------         ---------         ---------
Net cash outflow before management of liquid resources and
financing                                                               (6,645)          (11,848)          (11,152)

Management of liquid resources - Decrease/(increase) in
short-term deposits                                                       3,242           (3,274)           (3,273)

Financing - note 3(e)                                                   (1,503)            11,792            12,322
                                                                      ---------         ---------         ---------
Decrease in cash in the period                                          (4,906)           (3,330)           (2,103)
                                                                      ---------         ---------         ---------




Consolidated Reconciliation of Cash Flow to Movement in Net Debt


                                                                     Six months          Year ended        Six months
                                                                          ended         31 December             ended
                                                                   30 June 2003                2002      30 June 2002
                                                                          #'000               #'000             #'000

Decrease in cash in the period                                          (4,906)             (3,330)           (2,103)

Cash inflow from increase in loans                                      (1,926)             (2,696)           (1,958)
Deposits guaranteeing loan notes                                              -                   -             3,273
Repayment of loans                                                            -               1,415               360
Repayment of loan notes                                                   3,242                   -                 -
Increase/(decrease) in short term deposits                              (3,242)               3,274                 -
Repayment of finance leases and hire purchase contracts                      24                  72                 4
Repayment of deferred consideration                                         163                 145                 -
                                                                      ---------           ---------         ---------
Change in net debt resulting from cash flows - note 3(f)                (6,645)             (1,120)             (424)

Finance leases acquired with acquisition                                      -               (533)                 -
Inception of loan notes                                                       -             (3,274)           (3,273)
Debt acquired with acquisition                                                -             (3,388)           (3,423)
Debt transferred on loss of control in joint venture                          -               1,076                 -
Foreign exchange differences                                              (191)                 290               218
Other                                                                         -                (16)                36
                                                                      ---------           ---------         ---------
Movement in net debt - note 3(f)                                        (6,836)             (6,965)           (6,866)

Net (debt)/funds at beginning of the period - note 3(f)                 (6,697)                 268               268
                                                                      ---------           ---------         ---------
Net debt at the end of the period - note 3(f)                          (13,533)             (6,697)           (6,598)
                                                                      ---------           ---------         ---------





Notes to the Accounts for the six months ended 30 June 2003

1.  SEGMENTAL INFORMATION

                                                                    Six months         Year ended     Six months ended
                                                                         ended        31 December         30 June 2002
                                                                  30 June 2003               2002
                                                                         #'000              #'000                #'000
(a) Turnover analysis:
By division:
Plumbing division (excluding joint ventures)                            39,199             79,783               40,892
Joint venture consolidated as subsidiary                                     -             12,540                6,854
Share of joint venture turnover                                          6,103                  -                    -
                                                                     ---------          ---------            ---------
Total plumbing division                                                 45,302             92,323               47,746
Industrial division                                                     12,752             20,108                7,389
                                                                     ---------          ---------            ---------
                                                                        58,054            112,431               55,135
                                                                     ---------          ---------            ---------
By origin:
Group (excluding joint ventures)
UK                                                                      21,972             41,803               19,400
Europe                                                                  24,637             49,969               27,619
Rest of the world                                                        5,342              8,119                1,262
                                                                     ---------          ---------            ---------
                                                                        51,951             99,891               48,281
Joint venture consolidated as subsidiary - Europe                            -             12,540                6,854
                                                                     ---------          ---------            ---------
                                                                        51,951            112,431               55,135
Share of joint venture turnover - Europe                                 6,103                  -                    -
                                                                     ---------          ---------            ---------
                                                                        58,054            112,431               55,135
                                                                     ---------          ---------            ---------
By destination:
Group (excluding joint ventures)
UK                                                                      14,636             28,287               13,509
Europe                                                                  31,381             61,298               30,460
Rest of the world                                                        5,934             10,306                4,312
                                                                     ---------          ---------            ---------
                                                                        51,951             99,891               48,281
Joint venture consolidated as subsidiary - Europe                            -             12,540                6,854
                                                                     ---------          ---------            ---------
                                                                        51,951            112,431               55,135
Share of joint venture turnover - Europe                                 6,103                  -                    -
                                                                     ---------          ---------            ---------
                                                                        58,054            112,431               55,135
                                                                     ---------          ---------            ---------

(b) Profit/(loss) analysis:
Divisional profit/(loss) before goodwill and exceptional items
Plumbing (including joint venture)                                       1,956                110                 (41)
Industrial                                                                 218                 82                (229)
                                                                     ---------          ---------            ---------
                                                                         2,174                192                (270)
Corporate costs                                                          (686)            (1,801)                (999)
Goodwill                                                                   986              3,160                1,742
Exceptional operating costs                                              (833)              (738)                (277)
                                                                     ---------          ---------            ---------
Total operating profit                                                   1,641                813                  196
Exceptional non-operating items                                            372                 85                   86
Net interest payable - group                                             (353)              (433)                (158)
Net interest payable - joint venture                                      (11)                  -                    -
                                                                     ---------          ---------            ---------
Profit before tax                                                        1,649                465                  124
                                                                     ---------          ---------            ---------







                                                                      Six months        Year ended        Six months
                                                                           ended       31 December             ended
                                                                    30 June 2003              2002      30 June 2002
                                                                           #'000             #'000             #'000
Divisional analysis of profit/(loss) before tax:
Plumbing (including joint venture)                                         2,644             3,319             1,758
Industrial                                                                  (28)           (1,078)             (648)
Corporate costs                                                            (967)           (1,776)             (986)
                                                                       ---------         ---------         ---------
                                                                           1,649               465               124
                                                                       ---------         ---------         ---------
Geographical analysis of profit/(loss) before tax:
UK                                                                         1,070             1,312             (521)
Europe (including joint venture)                                           (117)             (655)               615
Rest of the world                                                            696             (192)                30
                                                                       ---------         ---------        ----------
                                                                           1,649               465               124
                                                                       ---------         ---------         ---------
(c) Net assets:
Divisional analysis:
Plumbing (including joint venture)                                        26,761            23,714            22,842
Industrial                                                                11,994            11,993            12,356
Corporate                                                                (1,797)             (829)             (169)
                                                                       ---------         ---------         ---------
                                                                          36,958            34,878            35,029
                                                                       ---------         ---------         ---------
Geographical analysis:
UK                                                                        14,211             9,167            18,932
Europe (including joint venture)                                          14,219            21,772            18,575
Rest of the world                                                          8,528             3,939           (2,478)
                                                                       ---------         ---------         ---------
                                                                          36,958            34,878            35,029
                                                                       ---------         ---------         ---------

All of the above activities are continuing.



2.  RECONCILIATION OF EQUITY SHAREHOLDERS' FUNDS

                                                                      Six months        Year ended        Six months
                                                                           ended       31 December             ended
                                                                    30 June 2003              2002      30 June 2002
                                                                           #'000             #'000             #'000

Total recognised gains and losses                                          2,080             1,243             1,394
New .hares issued                                                              -            10,728            10,728
                                                                        --------         ---------         ---------
Total movement during the period                                           2,080            11,971            12,122
Opening shareholders' funds                                               34,878            22,907            22,907
                                                                       ---------         ---------         ---------
Closing shareholders' funds                                               36,958            34,878            35,029
                                                                       ---------         ---------         ---------



3.  NOTES TO THE STATEMENT OF CASH FLOWS
                                                                      Six months        Year ended        Six months
                                                                           ended       31 December             ended
                                                                    30 June 2003              2002      30 June 2002
                                                                           #'000             #'000             #'000
(a) Reconciliation of operating profit to net cash flow from
operating activities

Operating profit                                                           1,491               813               196
Depreciation and profits on sale of tangible fixed assets                  1,147             4,018             1,709
Goodwill amortisation (net)                                                (986)           (3,160)           (1,742)
Decrease/(increase) in stocks                                            (3,104)             2,362             3,242
Decrease/(increase) in debtors                                           (1,069)             4,427             (680)
Increase/(decrease) in creditors                                           (285)               125               129
Decrease in provisions                                                   (4,186)           (5,581)           (2,057)
                                                                       ---------         ---------         ---------
Net cash flow from operating activities                                  (6,992)             3,004               797
                                                                       ---------         ---------         ---------


(b) Analysis of returns on investments and financial investments
Bank interest received                                                        45               183                88
Bank interest paid                                                         (382)             (588)             (246)
Finance lease interest paid                                                 (16)              (28)                 -
                                                                       ---------         ---------         ---------
                                                                           (353)             (433)             (158)
                                                                       ---------         ---------         ---------
(c) Analysis of capital expenditure and financial investments
Payments to acquire tangible fixed assets                                (1,550)           (2,651)             (780)
Payments to acquire intangible fixed assets                                    -             (403)             (143)
Receipts from sales of tangible fixed assets                               2,113               618               398
                                                                       ---------         ---------         ---------
                                                                             563           (2,436)             (525)
                                                                       ---------         ---------         ---------


(d) Acquisitions and disposals
Consideration for acquisitions (including costs)                               -           (9,729)           (9,730)
Additional costs incurred on acquisitions                                      -             (204)             (130)
Net overdrafts acquired                                                        -           (2,634)           (2,638)
Net cash disposed of on loss of control in subsidiary                          -             (474)                 -
Loan in respect of other investment                                            -              (44)                 -
Cash consideration paid re investments                                         -                 -              (45)
Cash consideration on disposal of subsidiaries, less costs
incurred
                                                                               -                               1,546
                                                                       ---------             1,526         ---------
                                                                                         ---------
Total costs of acquisitions and disposals                                      -          (11,559)          (10,997)
                                                                       ---------         ---------         ---------




                                                                      Six months        Year ended        Six months
                                                                           ended       31 December             Ended
                                                                    30 June 2003              2002      30 June 2002
                                                                           #'000             #'000             #'000
(e) Financing
Issue of ordinary shares                                                       -            11,465            10,728
Costs of issuing ordinary shares                                               -             (737)                 -
Increase in loan funding                                                   1,926             2,696             1,958
Repayment of loan notes                                                  (3,242)                 -                 -
Repayment of long term loans                                                   -           (1,415)             (360)
Repayment of finance leases                                                 (24)              (72)               (4)
Repayment of deferred consideration                                        (163)             (145)                 -
                                                                       ---------         ---------         ---------
                                                                         (1,503)            11,792            12,322
                                                                       ---------         ---------         ---------


(f) Analysis of net debt
                                                           At                            Exchange                At
                                               1 January 2003        Cash flows       differences      30 June 2003
                                                        #'000             #'000             #'000             #'000

Cash at bank and in hand                                3,537             (551)             (202)             2,784
Bank overdrafts                                       (1,464)           (4,355)              (78)           (5,897)
                                                    ---------         ---------         ---------         ---------
Net cash/(overdrafts)                                   2,073           (4,906)             (280)           (3,113)
                                                    ---------         ---------         ---------         ---------
Deposits guaranteeing loan notes                        3,274           (3,242)                 -                32
Deferred consideration                                (2,721)               163                 -           (2,558)
Bank loans                                            (5,583)           (1,926)                91           (7,418)
Loan notes                                            (3,274)             3,242                 -              (32)
Finance leases                                          (466)                24               (2)             (444)
                                                    ---------         ---------         ---------         ---------
Debt                                                  (8,770)           (1,739)                89          (10,420)
                                                    ---------         ---------         ---------         ---------
Net debt                                              (6,697)           (6,645)             (191)          (13,533)
                                                    ---------         ---------         ---------         ---------



The increase in net debt during the period can be analysed as follows:
                                                                                                          Six months
                                                                                                               ended

                                                                                                        30 June 2003
                                                                                                               #'000
Increase in net debt prior to the following items:                                                           (1,995)
Payments against provisions made in prior accounting periods for exceptional rationalisation
costs                                                                                                        (3,817)
Payment of exceptional rationalisation items incurred in the period                                            (833)
Exchange differences                                                                                           (191)
                                                                                                           ---------
                                                                                                             (6,836)
                                                                                                           ---------

There were no significant non-cash transactions in the six months ended 30 June
2003 other than those detailed above.



4.  EARNINGS PER SHARE

Earnings per share have been calculated in accordance with FRS 14, 'earnings per
share', by dividing the profit for the period by the weighted average number of
ordinary shares in issue during the period, based on the following information:


                                                                      Six months        Year ended        Six months
                                                                           ended       31 December             ended
                                                                    30 June 2003              2002      30 June 2002

Profit attributable to shareholders (#'000)                                1,400                20               202
Basic weighted average share capital (thousands)                         250,783           243,085           235,260
Diluted weighted average share capital (thousands)                        250,78           270,439           261,722
                                                                       ---------         ---------         ---------



The difference between the two calculations is wholly attributable to
outstanding share options, which only have a dilutive effect in periods when
profits are generated and the share options are 'in the money'.



5.  BASIS OF PREPARATION

The interim accounts were approved by the board on 4 September 2003 and have
been prepared on the basis of accounting policies consistent with those set out
in the Annual Report and Accounts for the year ended 31 December 2002.

The accounts for the year ended 31 December 2002 were prepared in accordance
with FRS 19 to govern the treatment of deferred tax. It has not been necessary
to restate the accounts to 30 June 2002 for FRS 19.

The interim accounts are unaudited, but have been formally reviewed by the
auditors and their report is set out on the following page.  The information
shown for the year ended 31 December 2002 does not constitute full financial
statements within the meaning of Section 240 of the Companies Act 1985 and has
been extracted from the full financial statements for that year, which received
an unqualified audit report and has been filed with the Registrar of Companies.



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