News

March 18, 2003

REG-Roxboro Group PLC Final Results

Date/Range: 18-MAR-2003

Short Abstract: THE ROXBORO GROUP PLC PRELIMINARY RESULTS

 

The Roxboro Group PLC, the international specialist electronics Group, today
announces its results for the year ending 31 December 2002.

2002                       2001

£m                         £m
Turnover                                                            156.0                      174.9
Operating profit*                                                     8.6                       16.3
Pre-tax profit                                                        6.6                       14.4
Adjusted EPS                                                         9.1p                    17.3p££
Full Year Dividend                                                    10p                        10p

*    pre-goodwill

££    Re-stated on adoption of FRS19 “deferred tax”

KEY POINTS

–       Continuing strong cash generation

–       Garufo acquisition meeting expectations

–       Group resized to match demand

–       Production costs reduced significantly

Commenting on the results, Harry Tee, Group Chief Executive said:

” Last year saw extremely challenging conditions across most of our markets but
in particular the telecoms and aerospace markets were very weak. Despite these
difficulties we take modest satisfaction in the £13million of operating cash
flow achieved in the year.  Significant cost reductions were achieved throughout
the year and we enter 2003 with a much reduced cost base.”

CHAIRMAN’S AND CHIEF EXECUTIVE’S REVIEW

Despite the most difficult trading environment seen for many years Roxboro has
continued to generate profits and cash, and maintain a strong balance sheet.
The process of reducing operating costs began in the first quarter of 2001 with
the fall in telecom demand and continued throughout 2002.  Prudent management
and quick decisions to cut costs has therefore enabled Roxboro to sustain
profitability in all three of its divisions.

Both the telecoms and aerospace markets, two key markets for the Group, have
suffered sharp and prolonged downturns over the past two years, with
consequential effect on Roxboro’s results in 2002. As a result, management
decisions taken throughout the year have been focused on two priorities. Firstly
reducing our cost base to match demand and secondly seeking every opportunity to
grow market share.

Despite the general economic slowdown, Solartron continued to make good
progress, while at Weston the decline in civil aviation demand inevitably led to
lower sales and profits.  Following an initial downsizing in December 2001,
costs were further reduced at Weston in the second half of 2002 in response to
continuing slow market conditions.

The most disappointing result in the year was undoubtedly the performance of
Dialight. The telecommunications market remained extremely weak, resulting in
the lowest demand for Dialight’s opto-electronic devices since 1991.
Additionally a change took place early in the year in the traffic signal
retrofit market, as discussed at the interim results, impacting the
profitability of the Signals Division. Demand for this new lighting technology
for road signals slowed somewhat as the general economic slowdown impacted U.S
State budgets, but more specifically the introduction of new competitive
pressures had the effect of pushing market prices down sharply in the first half
of the year.  Dialight responded well to this challenge by reducing operating
costs at its Signals Division and showed a marked improvement in the second
half.

Despite the weakness in our markets the Group continued to invest in new product
development with R & D expenditure of £9.5m.  This will maintain a stream of new
products entering the market over the next few years.

Financial Performance

As a consequence of market conditions, total Group turnover fell for the first
time in the company’s history.  Turnover for the year to 31 December 2002 was
£156.0m (2001: £174.9m) and as a direct result, operating profit before goodwill
declined to £8.6m (2001: £16.3m) after charging £0.6m in restructuring costs in
the year.  Interest charges decreased to £0.9m (2001: £1.0m) with interest cover
before goodwill amortisation remaining strong at 9.7 times (2001: 16.7 times).
Profit before tax was £6.6m (2001: £14.4m) and adjusted earnings per share fell
to 9.1p per share (2001:  17.3p per share).

The Group continued to generate positive operational cash flows of £13m (2001:
£19.8m).  Cash outflows, including capital expenditure, dividend, tax and
interest totalled £10.7m (2001: £18.1m) leaving year-end debt, before
acquisitions, reduced by £1.7m to £6.9m.  However acquisitions, including Garufo
GmbH, totalling £4.8m were made in the year leaving actual year-end debt at
£11.7m (2001: £8.6m). Borrowings, net of cash in hand, were £11.7m at the year
end, leaving balance sheet gearing of 21% (2001: £8.6m and 14%).

Pensions

The Group has continued to account for retirement benefits in accordance with
SSAP 24.  The Group operates six defined benefits schemes; three closed schemes
in the UK and three schemes in the US, two of which are also closed to new
members.

Each scheme in the UK has different actuarial valuation dates.  However in
recognition of the volatility and poor performance of world-wide stock markets,
the Group has had annual interim valuations carried out.  These valuations,
which showed a reduction in the funding levels of the schemes, led the Group to
recognise the need to increase the contribution levels, increasing the charge in
the profit and loss account and to higher cash contributions.  During the year
the Group charged £1.81m (2001: £1.33m) to the profit and loss account in
relation to the defined benefits schemes.  In addition the Group operates a
number of defined contribution schemes for which the charge to the profit and
loss account amounted to £1.62m (2001: £1.88m).

The Accounting Standard FRS 17 has been recently introduced, which although not
required to be fully implemented until 2005 at the earliest, has a phased
approach with regards to disclosures which the Group has complied with.  If the
Group had fully adopted FRS 17 in 2002 then the profit and loss charge in
respect of defined benefits schemes would have been reduced to £0.8m.  In
addition, the net deficit arising on FRS 17 applied principles, which is
effectively a snap shot of the assets at the year end date would have led to the
Group’s Net Assets being reduced by £8.1m on the Group’s Defined Benefit
Schemes.

The impact on the Company’s distributable reserves under FRS17 would have been
to reduce them by £0.5m.

Dividend

Despite the trading difficulties in 2002 the Board are recommending holding the
final dividend unchanged at 6.9p per share (2001: 6.9p per share) which together
with the interim dividend of 3.1p (2001: 3.1p) means that the dividend will
remain unchanged for the year at 10p (2001: 10p). The Board recognises that at
the proposed level, the dividend is not covered by reported earnings but it
remains confident in the operational performance of the Group going forward and
the ability of the Company to generate cash.  The dividend will be paid on 29
April 2003 to shareholders on the register at 28 March 2003.

Operations

Resizing operations to match demand and getting the right balance is a
continuous process at Roxboro.  As a result of the initiatives implemented by
the Group in 2002 Roxboro has entered 2003 with a significantly lower cost base.
The workforce across the Group has been reduced, but further cost reductions
have also been achieved through production transfers to lower cost territories
and our continuing investment in our Roxboro Business Techniques (RoBusT)
Programmes.  All Dialight’s labour-intensive production, particularly at the
Signals Division, has now been transferred from US facilities to our enlarged
plant in Ensenada, Mexico.  Additionally, and specifically at the Signals
Division of Dialight, new supply agreements have been agreed with key suppliers
significantly reducing material costs.

The combination of the two factors outlined above will benefit the current year
as lower labour and material costs are incurred progressively on the Signal
products.  At Solartron some European production has also been transferred to
lower cost economies. For example circuit board assembly has been transferred to
Eastern Europe while other parts are being assembled in China.  At Weston
further reductions in staffing levels were carried out in October and some parts
are now being sourced in the Far East.

Within our own manufacturing facilities our RoBusT programmes, applying the
latest operation improvement practices including Six Sigma, drive efficiency
improvement throughout our operations and are critical to our ability to
continue to do business with our key customers.  The drive to high levels of
excellence in customer service efficiency and productivity will continue to be
critical to Roxboro’s performance over the long term, although the results of
these programmes are not always immediately apparent in the profit and loss
account.

Divisional Performance

Dialight

2002                          2001
£m                            £m
Turnover                                      59.8                          65.9
Operating Profit                               1.0                           6.2

The performance of Dialight in 2002 was disappointing for the two key reasons
previously stated.  Firstly the continuing weakness in the telecoms sector led
to the annual demand for the Company’s opto-electronic components being the
lowest since 1991.  With a high level of operational gearing, the profitability
of the Opto-Electronics Division fell markedly as a consequence of the reduced
volume.  This product line carries a high contribution margin so when volumes
begin to pick up again, more normal levels of profitability can be expected to
return, although the volumes experienced in the heady days of the Internet
bubble are unlikely to return for some considerable time.  New initiatives in
this Division include the establishment of the Luxeon Design Centre, a programme
developed with LumiLeds, the world’s leading producer of super-bright LEDs and
Future Electronics, their distributor in the United States.  Dialight’s role
will be to design, develop and produce light-engines utilising the latest
super-bright LED technology with associated optics for OEMs who wish to
incorporate this new technology lighting into their products.  Dialight has also
turned its attention to the automotive industry where new LED applications are
on the increase. A typical example of this is where a Dialight assembly provides
the backlighting to a switch cluster with multiple legends on American SUVs. We
aim to develop many new automotive applications for both internal and external
lighting over the coming years.

As previously mentioned, the Signals Division had a disappointing year.  As a
result of the average selling price dropping more quickly than had been
expected, Dialight lost some key contracts early in the year. Sales improved in
the second half with Dialight winning over 50% of the bids issued, however, the
Company continued to utilise materials purchased in the first half at higher
cost, causing margins to be squeezed.  In the second half all Signals production
was transferred to our enlarged facility in Ensenada, Mexico, with a
consequential cost reduction. New pricing structures are now in place with all
key suppliers and a number of further cost reduction initiatives will have the
effect of improving margins over the course of 2003.  The operating performance
of the Division improved markedly in the second half as some of these
initiatives began to take effect.

Despite a setback on road signals, the Division had a number of notable
successes with other electronic lighting products including a $5 million
contract for rail signals from New York City Transit near the end of the year.
Dialight now produces new technology lighting products for rail, airport and
road all utilising the very latest super bright electronic lighting technology.

In Europe the conversion to electronic lighting is beginning to speed up and,
following our acquisition of Garufo in February, sales more than doubled in the
second half year.

In July Roy Burton was appointed President and CEO of Dialight and immediately
set about a significant programme to improve operational performance,
particularly in the Signals Division.  The results of this work have already
begun to show through in the performance of the Company.

Solartron

2002                          2001
£m                            £m
Turnover                                      64.8                          68.8
Operating Profit                               7.2                           6.5

Despite weakness in certain markets Solartron performed very satisfactorily in
2002.  Following the integration of Mobrey into Solartron in 2000 the primary
focus in 2002 was to substantially improve operational performance and to serve
customers much better.  Although this is a never-ending project, significant
progress was made in the year through the implementation of the Group’s RoBusT
programme. An example of this is the On-Time-Delivery (OTD) statistic. Through
using RoBusT, Solartron Mobrey has substantially improved its OTD performance to
a sustainable +94% from less than 50% when the business was acquired.

A number of product lines were discontinued from the wide range on offer at
Solartron Mobrey with the result of disguising underlying growth on other
products but with the benefit of improving margins.

A number of new products were introduced during the year, including the MSP900
ultrasonic level measurement transmitter/controller which is aimed primarily at
the water market and has quickly become the product of choice for Thames Water
among others.  It is used in tank gauging and open-channel flow measurement of
waste water in water treatment plants and other applications.

The company also introduced Multistream Metering Software which runs on
Solartron’s 7955 flow computer platform.  This provides fully independent
multi-stream fiscal metering of oil or gas in a single computer giving the
customer substantial cost benefits.

These and other products were launched in the second half of 2002 and will
contribute to 2003 performance.

At Solartron ISA good progress was maintained in developing the market for the
Dualstream 2 wet gas measurement product family.  This market is highly
conservative and it will take time for confidence to build but with a number of
systems now operating sub-sea in the Mexican Gulf and a number of others
elsewhere, the indications look encouraging.

The Solartron Analytical business unit was affected by the continuing weak
economy in Japan, which has historically been a strong market for its products,
and the slowing economy in the United States.  The business enjoyed excellent
success in China however, where sales have tripled over the past three years.
In particular China has become a key market for the Metalscan M2500 family of
spectrometers where they are used extensively in the metals industry.  The
Company has invested in developing the Chinese market for its products and as
the Chinese economy continues to grow and develop, demand for sophisticated
instrumentation will continue to increase.

Solartron Metrology had an acceptable year despite weakness in the US automotive
sector.  The key to success in this business is continuously finding new
applications for its high quality gauging sensors.  Among the successes in the
past few years has been the company’s ability to address measurement issues in
the glass industry.   Applications include automotive, television, curved and
flat screen displays and many others.

Weston

2002                          2001
£m                            £m
Turnover                                      31.4                          40.2
Operating Profit                               3.4                           6.3

The civil aerospace industry continued to be weak throughout 2002 and as a
result Weston’s demand from OEMs and from airlines for spares was well down.
Costs were reduced substantially late in 2001 with a further tranche in October
2002. Despite market weakness we continued to invest in the business’s future by
maintaining our spend on new programmes and new products.  In particular, the
Trent 500 programme was completed for Rolls-Royce and the products are now in
production.  Additionally, Weston reached an agreement with Rolls-Royce to
supply an Eddy Current based speed system for the Rolls-Royce Avon engines used
in the power generation industry.  This exclusive deal will give Weston access
to the entire installed base of Avon engines with a significantly improved
retrofit product.  Work to produce sensors for other engine producers in the
power sector is continuing.

As passenger traffic, on long haul flights in particular, has fallen so too has
demand for spare parts supplied by Weston directly to the airline carriers.
This was exacerbated because of stocks held by OEMs, engine repairers and our
distributors.  As these stocks are reduced we would expect to see our sales of
spares begin to improve.

Despite the overall weakness in the market Weston has continued to improve its
market position with an ever increasing serviceable market.  This position will
lead to future growth as the company increases the number of aerospace and power
platforms on which it has approved products. In 1994 when Roxboro acquired
Weston its products were qualified for only 6% of the available world market.
Today the company has a qualified product range capable of addressing 20% of the
market and this grows annually as Weston’s superior products and technology take
market share both on new programmes and in after-market retrofits.

Board

Peter Curry, who has been a director of the Company for six years and senior
non-executive director for the past three years, has decided to retire from the
Board at the forthcoming Annual General Meeting.  We would like to take this
opportunity to record the Board’s great appreciation for the wise and valued
counsel Peter has contributed and we wish him well in his retirement.

People

Roxboro’s people had a difficult year with many changes being necessary and
considerable restructuring carried out but they have risen to the challenges the
year has presented.  We, and the rest of the Board, wish to thank them for their
endeavour and diligence in what were particularly challenging circumstances.

Outlook

With both the aerospace and telecommunications markets suffering sharp and
prolonged downturns and with macro economic and geo political forecasts
remaining uncertain, Roxboro does not see these markets picking up in the near
term.  The oil and gas sector is now also showing signs of delaying or
postponing capital projects.  With a significantly lower cost base and with a
number of new initiatives yet to be completed, we have confidence that Roxboro
will emerge from these difficult times a stronger company.

SIR ALAN COCKSHAW                      HARRY TEE
Chairman                               Group Chief Executive

GROUP PROFIT AND LOSS ACCOUNT
for the year ended 31 December 2002
Restated*
Notes               2002         2001
£’000        £’000
Turnover                                                               2(a)
Continuing operations                                                                   153,357      174,934
Acquisition                                                                               2,670            –
156,027      174,934

Cost of sales                                                                         (110,223)    (121,754)

Gross profit                                                                             45,804       53,180
Distribution costs                                                                     (20,122)     (20,742)
Administrative expenses
(after amortisation of intangible assets of £1,097,000 (2001:                          (18,226)     (17,061)
£950,000))

Operating profit                                                       2(b)
Continuing operations                                                                     7,769       15,377
Acquisition                                                                               (313)            –

7,456       15,377
Operating profit before amortisation of intangible assets                                 8,553       16,327
Amortisation of intangible assets                                                       (1,097)        (950)

Net interest payable                                                                      (883)        (978)

Profit on ordinary activities before taxation                                             6,573       14,399
Tax on profit on ordinary activities                                   4                (2,491)      (5,518)

Profit for the financial year                                                             4,082        8,881

Dividends                                                              5                (5,675)      (5,682)

Retained/(loss) profit for the financial year                                           (1,593)        3,199

Pence        Pence

Earnings per share         – basic                                     6                    7.2         15.7
– adjusted                                  6                    9.1         17.3
– diluted                                   6                    7.2         15.6

*Restated on adoption of FRS 19 (see note 4)

GROUP BALANCE SHEETS
at 31 December 2002
Restated*
2002         2001
£’000        £’000
Fixed assets
Intangible assets                                                                         19,454       16,833
Tangible assets                                                                           22,122       24,542
Investments                                                                                   16           16
41,592       41,391

Current assets
Stocks                                                                                    23,906       25,022
Debtors                                                                                   29,279       32,138
Cash at bank and in hand                                                                   7,747        6,708
60,932       63,868

Creditors:
Amounts falling due within one year
Borrowings                                                                              (19,442)     (15,142)
Other creditors                                                                         (25,208)     (27,439)
(44,650)     (42,581)

Net current assets                                                                        16,282       21,287

Total assets less current liabilities                                                     57,874       62,678

Creditors:
Amounts falling due after more than one year
Borrowings                                                                                   (7)        (117)

Provisions for liabilities and charges                                                   (1,843)      (1,970)

56,024       60,591

Capital and reserves
Called up share capital                                                                      568          567
Share premium account                                                                      5,841        5,822
Capital redemption reserve                                                                    51           51
Other reserves                                                                                 –            –
Profit and loss account                                                                   49,564       54,151
Equity shareholders’ funds                                                                56,024       60,591

*Restated on adoption of FRS 19 (see note 4)

GROUP STATEMENT OF CASH FLOWS
for the year ended 31 December 2002
Notes               2002         2001
£’000        £’000

Cash flow from operating activities                                     3                 12,975       19,807
Outflow related to 2000 exceptional item                                                       –        (940)
12,975       18,867

Returns on investments and servicing of finance
Interest paid                                                                              (985)      (1,167)
Interest received                                                                            103          223
Net cash outflow from returns on investment                                                (882)        (944)
and servicing of finance

Taxation                                                                                 (1,789)      (5,189)

Capital expenditure and financial investment

Purchase of tangible fixed assets                                                        (2,415)      (6,182)
Sale of tangible fixed assets                                                                 82          554
Net cash outflow from investing activities                                               (2,333)      (5,628)

Acquisitions and disposals
Purchase of subsidiary undertakings                                                      (4,357)            –
Purchase of intangible assets                                                              (473)            –
(4,830)            –

Equity dividends paid                                                                    (5,675)      (5,445)

Cash (outflow)/ inflow before use of liquid resources and financing                      (2,534)        1,661

Financing
Issue of ordinary share capital                                                               13          272
Net loan advance/(repayments)                                                              4,216      (3,786)
Capital element of finance lease rental payments                                            (26)         (79)
4,203      (3,593)

Increase/(decrease) in cash in the year                                                   1,669      (1,932)

Reconciliation of net cash flow to movements in net debt
Increase/(decrease) in cash in the year                                                    1,669      (1,932)
Cash (inflow)/outflow from change in debt and lease financing                            (4,190)        3,865
Change in net debt resulting from cash flows                                             (2,521)        1,933
Translation difference                                                                     (630)           83
Movement in net debt in the year                                                         (3,151)        2,016
Net debt at beginning of year                                                            (8,551)     (10,567)
Net debt at end of year                                                                 (11,702)      (8,551)

GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
for the year ended 31 December 2002
Restated*
2002         2001
£’000        £’000

Profit for the financial year                                                              4,082        8,881

Currency translation differences on foreign currency net investments                     (2,987)          487
Total gains recognised in the year                                                         1,095        9,368

Prior year adjustment in respect of adoption of FRS 19 (note 4)                              943
Total recognised gains and losses                                                          2,038

RECONCILIATION OF MOVEMENTS IN GROUP’S SHAREHOLDERS’ FUNDS
for the year ended 31 December 2002                                                            Restated*
2002          2001
£’000         £’000

The movements in group’s shareholders’ funds are:
Total recognised gains and losses                                                    1,095         9,368
Dividends                                                                          (5,675)       (5,682)
New share capital subscribed                                                            13           272
Net change to shareholders’ funds                                                  (4,567)         3,958
Balance brought forward (originally £59,648,000 before adding prior year
adjustment of £943,000)                                                             60,591        56,633
Balance carried forward                                                             56,024        60,591

*Restated on adoption of FRS 19 (see note 4)

NOTES TO THE ACCOUNTS

1.   The financial information has been prepared on the basis of the accounting policies
set out in the Group’s statutory accounts for the year ended 31 December 2002, with
the exception of the policy on deferred tax.

The Group has adopted FRS 19 ‘Deferred Tax’ for the 2002 accounts and the
comparative figures for the year ended 31 December 2002 have been restated
accordingly.  The effect on the profit after tax earnings per share and Group net
assets is shown in Note 4.

2.   Segmental information

Turnover, operating profit and net assets are analysed below:
2002        2001
a)   Turnover                                                                       £’000       £’000

By geographical destination:
UK                                                                            32,787      35,364
USA                                                                           71,596      90,005
Other European countries                                                      31,439      32,745
Rest of the world                                                             20,205      16,820
156,027     174,934

By geographical origin:
UK                                                                            83,180      93,097
USA                                                                           69,205      79,502
Other European countries                                                      14,945      13,788
167,330     186,387
Inter-segment sales                                                         (11,303)    (11,453)
156,027     174,934

By business operation:
Dialight                                                                  59,812      65,921
Weston                                                                    31,370      40,212
Solartron                                                                 64,845      68,801
156,027     174,934

b)       Operating profit

By geographical origin:
UK                                                                     9,492          11,725
USA                                                                    2,435           7,522
Other European countries                                               (351)           (158)
Operating profit before central costs and goodwill                    11,576          19,089
amortisation
Central costs                                                        (3,023)         (2,762)
Goodwill amortisation                                                (1,097)           (950)
Operating profit on ordinary activities                                7,456          15,377

By business operation:
Dialight                                                               1,014           6,223
Weston                                                                 3,394           6,348
Solartron                                                              7,168           6,518
Operating profit before central costs and goodwill                    11,576          19,089
amortisation
Central costs                                                        (3,023)         (2,762)
Goodwill amortisation                                                (1,097)           (950)
Operating profit on ordinary activities                                7,456          15,377

In 2002, £766,000 of the amortisation of intangible assets related to the Solartron business,
£184,000 to the Weston business and £147,000 related to the Dialight business.

In 2001, £766,000 of the goodwill amortisation related to the Solartron business and £184,000
related to the Weston business.

Restated*
Net assets                                                                       2002          2001
c)                                                                                     £’000         £’000

By geographical origin:
UK                                                                             30,167        32,894
USA                                                                            19,428        20,746
Other European countries                                                        1,558           893
51,153        54,533
Unallocated central net assets                                                  4,871         6,058
56,024        60,591

By business operation:
Dialight                                                                       23,678        20,052
Weston                                                                         10,793        14,363
Solartron                                                                      16,682        20,118
51,153        54,533
Unallocated central net assets                                                  4,871         6,058
56,024        60,591

Unallocated central net assets include intangible assets of £19,454,000 of which
£12,931,000 relates to the Solartron business, £3,571,000 relates to the Dialight
business, and £2,952,000 relates to the Weston business.  In 2001 the unallocated
central net assets included goodwill of £16,833,000 of which £13,697,000 related to
the Solartron business and £3,136,000 to the Weston business.

*Restated on the adoption of FRS 19 (see note 4)

3.    Operating profit                                                                      2002         2001
£’000        £’000
Reconciliation of operating profit to cash inflow from operating activities

Operating profit                                                                     7,456       15,377
Depreciation charges                                                                 4,870        5,068
Goodwill amortisation                                                                1,097          950
Profit on sale of tangible fixed assets                                                 56        (379)
Increase in stocks                                                                     498      (3,257)
Increase in debtors                                                                  1,644        2,432
Decrease in creditors                                                              (2,635)        (420)
Other non cash items                                                                  (11)           36
Net cash inflow from operating activities                                           12,975       19,807

4.     Taxation
The Group has implemented FRS 19 ‘Deferred Tax’ in relation to providing for deferred tax on the
full provision basis.  The effect of the move from the partial to the full provision was to reduce
profit after tax by £159,000 (2001: £331,000) and to increase net assets by £744,000 (2001:
£943,000).  The effect on the company was to increase profit after tax by £6,000 (2001: a reduction
of £24,000) and to increase net assets by £44,000 (2001: £38,000).  Basic earnings per share for
the prior year have been restated from 16.2p to 15.7p, adjusted earnings per share from 17.9p to
17.3p and diluted earnings per share from 16.2p to 15.6p.

5.     Dividends
The directors have proposed a final dividend of 6.9p (2001: 6.9p) which is subject to shareholder
approval at the Annual General Meeting on 23 April 2003, and if approved, will be payable on 29
April 2003 to shareholders on the register on 28 March 2003.

6.     Earnings per Share

The calculation of earnings per ordinary share is based on profit of £4,082,000 (2001:
£8,881,000)* and on 56,754,000 (2001: 56,705,000) ordinary shares, being the average
number of ordinary shares in issue during the year.

The diluted earnings per share is based on profit for the year of £4,082,000 (2001:
£8,881,000)* and on 56,754,000 (2001: 56,802,000) ordinary shares, calculated as
follows:

2002        2001*
£’000        £’000

Basic weighted average number of shares                                         56,754       56,705
Dilutive potential ordinary shares:
Employee share options                                                   –           97
56,754       56,802

Reconciliation to adjusted earnings per share
2002        2001*
Pence        Pence

Basic earnings per share                                                         7.2         15.7
Amortisation of intangible assets of £1,097,000 (2001: £950,000)                 1.9          1.6
Adjusted earnings per share                                                      9.1         17.3

* Restated on adoption of FRS 19 (Note 4)

7.     The Annual Report and Accounts for the year ended 31 December 2002 which were approved
by the Board of directors on 18 March 2003 includes an unqualified audit opinion and
did not contain a statement under Section 237(2) or (3) of the Companies Act 1985.
Accounts will be despatched to shareholders on 21 March 2003.  The accounts will be
available from that date from the Company Secretary at the Company’s registered
office, Byron House, Cambridge Business Park, Cambridge, CB4 4WZ.

8.     The above financial information does not constitute statutory accounts as defined in
section 240 of the Companies Act 1985.  The comparative financial information for the
year ended 31 December 2001 is abridged and has been extracted from the statutory
accounts, on which the auditors issued an unqualified opinion, and which have been
delivered to the Registrar of Companies.

– ends –

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