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Company Chloride Group PLC TIDM CHLD Headline Interim Results Released 07:00 02-Nov-2009 Number 7261B07



2 November 2009

CHLORIDE GROUP PLC

RESILIENT INTERIM RESULTS

Chloride Group PLC, a leading specialist provider of critical secure power solutions today announces its interim results for the six months ended 30 September 2009.

HIGHLIGHTS

	2009	2008	Change
Sales (£ million) Adjusted operating profit* (£ million) Adjusted profit before tax* (£ million) Restructuring (£ million) Profit before tax (£ million) Operating margin** Adjusted earnings per share* (pence) Interim dividend (pence)	152.7  17.6  16.2  (3.5) 10.4  11.5%  4.3  1.90	152.3 20.6 19.2 - 17.6 13.5% 5.1 1.85	+0.3%   -15% -16% - -41% -2 pts -16% +3%

*Profit/earnings per share from operations before amortisation of acquired intangibles (2009: £2.2 million; 2008: £1.6 million) and restructuring.

**Profit from operations before amortisation of acquired intangibles and restructuring as a percentage of sales

• Sales marginally ahead (down 7% at constant exchange rates); service revenues up 13%, product sales 6% lower.
• Adjusted operating profit down 15% (22% at constant exchange rates) at £17.6 million.
• Restructuring actions on track with one time costs of £3.5 million and savings of £0.6 million in the period.
• Order book for product and services up 4%, to £143.9 million, with a strong performance from the Energy and Infrastructure segment.
• Net debt at £35.6 million reflecting strong cash generation (at 91% of adjusted operating profits (2008: 91%)) and after £16.9 million of investment in acquisitions/investments. 
• Interim dividend increased by 3%, reflecting confidence in business fundamentals.

Commenting on these results, Chief Executive Tim Cobbold said: "I am pleased Chloride has delivered a resilient performance in a challenging economic environment. The strength of the business model has been evident with robust service revenues and a good geographic and sector spread mitigating widespread market softness. The restructuring actions, which will provide further mitigation, are on track to deliver in line with expectations. Cash generation was strong and we continue to make strategic investments to develop the business including, post the period end, the acquisition of Emergency Power Systems plc, a leading secure power supplier in the UK to the rail and underground networks, an important and expanding sector.

We continue to see reasonable stability in our order intake. We enter the second half with good order book coverage, and with trading in line with our expectations. This background gives us confidence in the full year outlook for the business. That said, we continue to be cautious in the way that we manage our business until there is clearer evidence of an enduring improvement in market trends.  In the longer term, secure power remains an essential requirement for business continuity globally underpinning our confidence in the long term growth characteristics of our markets."

Enquiries:
Chloride Group PLC
Tim Cobbold (Chief Executive)
Neil Warner (Finance Director)
Telephone: +44 (0)20 7881 1440
Hudson Sandler
Andrew Hayes/ Kate Hough

Telephone: +44 (0)20 7796 4133

Forward-looking statements
These interim results contain certain forward-looking statements with respect to the financial condition, results, operations and businesses of Chloride Group PLC. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. Nothing in this trading update should be construed as a profit forecast.

INTERIM MANAGEMENT REPORT

CHIEF EXECUTIVE'S REVIEW

The Board is pleased to announce results for the first half year that are in line with its expectations.  In challenging conditions, from which it is impossible to be immune, Chloride's business has performed resiliently reflecting the underlying strength of its business model and strategy.  

Key Financials

During the period total sales were marginally up, by 0.3%, at £152.7 million (2008: £152.3 million) including a 3.1% contribution from acquisitions and a 7.2% contribution from the beneficial effects of exchange rate on translation.  

Product sales at £94.2 million (2008: £100.6 million) were down by 6.3% (13.9% at constant exchange rates) reflecting weakness in the standard product market partially offset by performance in the Energy and Infrastructure segment.  

Service sales were up by 13.1% (6.7% at constant exchange rates) at £58.5 million (2008: £51.7 million) demonstrating the continued importance to our customers of our lifetime support for their business critical systems and processes.  

Adjusted operating profit at £17.6 million (2008: £20.6 million) was 14.9% lower (22.4% at constant exchange rates) reflecting downward pressure on margins in the product business and negative operational gearing offset, in part, by the restructuring actions which generated savings of £0.6 million in the period. 

The restructuring plan, which is part of the careful management of the cost base, will generate savings of £1.5 million in the full year, and £2.5 million per annum thereafter.  In the six months to 30 September 2009, costs of £3.5 million have been incurred, and these are expected to reach £6.0 million for the full year.  

Adjusted operating profit before tax fell by 15.8% to £16.2 million (2008: £19.2 million), with net interest charges in line with last year despite borrowings to fund the acquisition of Custom Power in the US, and the investments in DB Power in India and Newtech in Hong Kong and China. Profit before tax fell, after restructuring and increased amortisation of intangibles, by 41% to £10.4 million (2008: £17.6 million).

Adjusted earnings per share fell by 0.8p to 4.3p (2008: 5.1p), and basic EPS was 2.8p (2008: 4.7p).

Cash generated by operations was 91% of adjusted operating profit (2008: 91%), reflecting a continuing focus on working capital. 

The balance sheet remains strong with gearing at 22% (2008: 18%).  By 30 September 2009 net debt had risen to £35.6 million (March 2009: £15.4 million) following strategic investments to develop the growth potential of the business (£12.5 million in DB Power in India to increase the shareholding to 90%, £2.9 million (initial consideration) to acquire Custom Power in the US and £1.3 million for a 10% stake in Newtech in Hong Kong and China), a net investment of £0.8 million in the purchase of shares by the Employee Benefit Trust, and the cash cost of the restructuring plan of £1.5 million.

The operating margin fell by 2.0 points to 11.5% (2008:13.5%) as a result of lower product margins, due to more competitive market conditions, and negative operational gearing, partially offset by the savings from the restructuring actions and a higher proportion of service revenues in the sales mix. 

The order book, which increased by 4% (5.5% at constant exchange rates) to £143.9 million (2008: £137.8 million), provides a platform for the remainder of the year. 

 

Markets 

Unsurprisingly given the turbulence in economies around the world, there was a general weakness in secure power markets with industry estimates of contractions ranging between 15% and 25%. As would be expected given the nature of the recessionary trends, all geographies and sectors were affected, though to varying degrees, although this environment still presented opportunities.

However, in recent months, there has been some sense of stabilisation in markets. Furthermore, independent forecasters, Frost & Sullivan and IMS, both predict a return to limited growth in 2010 with an acceleration through 2011 and 2012. 

Although at lower levels than in the recent past the Energy and Infrastructure segments proved to be more resilient.  In particular we saw continuing opportunities in the Middle East and in North Africa, both markets which have been less affected by the shortage of credit. However, in the US, project levels were lower, particularly in Oil & Gas, though pipeline project activity, a useful forward indicator, is high.

Asia Pacific was least affected though this region's performance was dominated by China which masked significant weakness in Australia, Hong Kong and Singapore, amongst other South East Asian markets, and India. Indian markets suffered from a near cessation of investment by the major inward investors, particularly the US IT services industry, however the domestic market held up reasonably well. Though the market place remains competitive there are the early signs of an improving trend in India. 

In North America the markets were challenging and very competitive in both the high and low power segments, but there are now some indications that it may be stabilising. 

In Europe, the markets in individual countries reflected local economic issues. Spain and Germany were weak, whilst in the UK, the IT (including financial) services sector as a whole continued to be soft.  Italy has held up reasonably well. Eastern Europe, specifically Turkey continued to present opportunities though the Russian markets were softer.

Chloride's strategic positioning as a secure power solutions provider, particularly in terms of the provision of lifetime service support to customers, has served the business well in this challenging market environment. Our presence in a broad range of geographies and our exposure to a wide range of market sectors positioned the business to maximise opportunities in the face of general market softness.

In the longer term, the continuing and increasing demand for high quality secure power in both the developed and emerging economies will continue to outstrip the expansion of the electrical power infrastructure.  We are confident of the requirement of businesses and the public sector to ensure continuity of their mission-critical systems and processes, particularly as the digital economy expands. This view is supported by independent market forecasts from the market researchers IMS who forecast that the market will grow by 7.5% CAGR between 2010 and 2013.

 

International sales

Confident in the long term growth prospects of our markets, we have continued to invest selectively in our sales and service network to expand our geographic reach and to improve our capabilities in core geographies. By so doing, we are better positioned to provide our secure power solutions, including the through life service support, which underpins the long term relationships we seek to develop with customers, as well as providing annuity-type higher margin service revenues which give reasonable visibility of future earnings.

The approach of combining selective investment in the development of the business with a strong service revenue base has enabled the business to perform resiliently, in a difficult market environment. 

Western Europe

Western Europe remains our largest geographic market, now accounting for 54% of total sales (2008: 59%).  Total sales were down by 8% (14% at constant exchange rates) with negative product performance offset, in part, by continued service growth.  The stabilising impact of the service business, the majority of which is in Western Europe, was clearly evident. 

In October we acquired Emergency Power Systems plc ("EPS") for an initial consideration of £2.6 million and a payment of £1.1 million to extinguish associated debt.  A further £1m is payable if certain performance conditions are met. EPS, based in Sheffield, is a leading secure power supplier and service provider to the rail and underground networks, an important and expanding infrastructure sector in the UK. 

Asia Pacific

In Asia Pacific, which represents 16% of total sales (2008: 16%), sales grew by 1% (down 8% at constant exchange rates) reflecting weak market conditions in Singapore, Hong Kong and particularly Australia where we have a strong telecoms and financial services bias to the business. In China, which remains a small business, performance fell below the prior period which included significant projects associated with the 2008 Beijing Olympics. The investment in Newtech will improve access to the Chinese (and Hong Kong) data centre markets going forward. In India, trading at DB Power was acceptable in difficult market conditions. 

Eastern Europe 

Sales in this region, which accounts for 10% of total sales (2008: 9%), increased by 15% (17% at constant exchange rates), driven by a strong performance of the business in Turkey and Poland whilst Russia declined in the face of a poor economic environment.  

Middle East and Africa

We continue to look to expand our presence in this market which is particularly focussed on the Energy & Infrastructure segment. Total sales in the region grew by 31% (19% at constant exchange rates) and the region now accounts for 9% of the Group's sales (2008: 7%). Good progress in Saudi Arabia, an area of underperformance in the past, a good performance in North Africa and a strong service performance, also an area of focus, all contributed.

The Americas

Total sales in the Americas now represent 11% of the Group (2008: 9%) and grew by 19% (1% at constant exchange rates) following the acquisition of Custom Power, focused on the US energy market. This small but important acquisition, which is performing in line with expectations, has significantly enhanced our presence in the US energy sector and positions us well to grow in a large market where we have historically been under-represented. Trading in the low power business remains weak but we saw reasonable sales growth in the smaller high power business.

Dividend

The Board remains confident of the Company's prospects and is pleased to announce that the interim dividend will increase by 2.7% to 1.90p per share. Payment will be made on 2 December 2009 to shareholders on the register on 13 November 2009.

  Outlook

Chloride operates in markets with sustainable long-term growth prospects, driven by the need of businesses and public sector organisations to protect their mission-critical systems and processes.  We remain confident in the long term growth drivers in our markets.  

The business has performed resiliently in the first half with robust service revenue growth, sustained cash generation and further growth in the order book.  

Our strategy is to focus on the secure power market through a total solutions approach and to build a geographically and sectorally well balanced business. The cash generative nature of the business and our prudent approach to the management of the balance sheet has allowed, and will continue to allow, us to invest in improving the breadth and quality of our secure power solutions, notwithstanding challenging market conditions. 

We continue to see reasonable stability in our order intake. We enter the second half with good order book coverage, and with trading in line with our expectations.  This background gives us confidence in the full year outlook for the business. That said, we continue to be cautious in the way that we manage our business until there is clearer evidence of an enduring improvement in market trends.  In the longer term, secure power remains an essential requirement for business continuity globally underpinning our confidence in the long term growth characteristics of our markets.

Tim Cobbold

Chief Executive

  FINANCIAL REVIEW

TOTAL SHAREHOLDER RETURN

The first half year reflected the initial uncertainty in the markets.  Chloride's share price fell in the summer months more than the FTSE 250 index but has risen over the latter months as markets have recovered. Accordingly total shareholder return (TSR) has over the period as a whole tracked the index.

The Company continues to believe it is very well positioned to drive TSR further over the coming years - the fundamental drivers for growth: rising demand for energy and increasingly critical digitised application needs - remain; albeit the market conditions in the short term are expected to remain challenging. 

The Board's confidence in the future is again reflected in the interim dividend. The Board is recommending an increase of 2.7% to 1.90p (2008: 1.85p). Though adjusted EPS fell by 16%, the dividend cover remains over 2 times illustrating the strength of the business model.

Total Shareholder Returns 
http://www.rns-pdf.londonstockexchange.com/rns/7261B_-2009-10-30.pdf 

 

Cash generated by operations

Adjusted operating cash flow was again strong with conversion at 91% (2008: 91%). Despite the current economic environment debtor days have been held at 83 (2008: 83). With the build up of work in progress for Energy & Infrastructure orders inventory turn reduced to 7 times from 8 times at March 31 2009. Management remains committed to turning profits into cash to enable reinvestment in the businesses.

Capital expenditure and investments

Tangible fixed asset capital expenditure in the half year was c. £2.4 million the majority of which has been spent on service infrastructure investment and related systems. The balance of expenditure was largely related to upgrade of testing capacity and R&D capability, or routine and replacement in nature.

Key acquisitions and investments     

Completion of planned investment in India

In July 2009 the Company completed the acquisition of a further 41% of the share capital of DB Power Electronics (Pvt) Ltd, a manufacturer and supplier of critical power protection services in India for a cash consideration of £12.5 million. This brings Chloride's total investment in the company to 90%.  

Investment in Hong Kong, China

In May, we acquired 10% of Newtech Technology Holdings in Hong Kong and China (a critical environment infrastructure solutions provider) for c. £1.3 million;

Acquisition of Custom Power (a US Industrial Systems solutions provider)

This acquisition was completed in June for an initial consideration of c. £2.9 million, with a further payment of up to £2.1million in two years time if certain conditions are met.

Interest / net debt

The net interest charge for the six months ended September 30 2009 was £1.4 million. Net debt was £35.6 million (March 31 2009 £15.4 million), reflecting largely the acquisition expenditure outlined above. Interest cover was 17 times.

Cash is held on deposit with key relationship banks that are routinely monitored.

The Group's committed core borrowing facilities at 30 September 2009 amount to £120 million of which £54.4 million was drawn indicating an overall borrowing headroom of £65.6 million in addition to cash and cash equivalents of £19.8 million. In addition, the Group has uncommitted facilities of £7 million. All of the committed facilities have maturities of over 1 year. Since the period end the Group has agreed a further £30 million three year committed facility. 

The directors have considered the Company's internal forecasts and projections that take into account reasonably possible changes in trading performance. The levels of committed facilities have been compared to forecast borrowing requirements. The directors have also analysed the effect of forecast performance on covenant compliance. Chloride has significant headroom in terms of both available facilities and in terms of its operation within existing covenants.

Currency impact 

The Group publishes its consolidated financial statements in sterling and conducts business in many foreign currencies. As a result, it is subject to foreign currency exchange risk due to exchange rate movements which will affect the Group's transaction costs and the translation of the results and underlying net assets of its foreign operations

Non-sterling currencies of primary importance to the Group moved as follows in the year and their impact is as follows: 

	30  Sept 2009	31 March 2009	%	H1 2009	H1 2008	%	Impact	Impact	Impact	Impact
	Period end	Year end	Change	Average	Average	Change	Sales	Adjusted Op profit	Net debt	Total Equity
US $	1.59	1.43	11%	1.59	1.93	(18%)
							+£10.9m	+£1.5m	-£0.2m	-£4.9 m
Euro	1.10	1.08	1%	1.14	1.26	(9%)

Pensions / Post Employment Liabilities

The company operates post employment benefit schemes in the UK, Germany, Italy and France. The largest scheme is in the UK, which has a deficit of £7.7 million (March 31 2009 £5.4 million). The rise in the deficit reflects mainly the adoption of more conservative mortality assumptions combined with a lowering in the discount rate used to calculate the liability. These are partially offset by an increase in market value of the scheme's assets caused by the general rise in equity prices experienced in the period. Given the scale of the deficit, the company has agreed as of July 2009 to make exceptional contributions to the Scheme of around £1.2 million per annum until the next valuation. 

Tax rate 

The tax charge in 2009-10 represents an effective rate of 31.3% (2009:32%). The tax rate reflects the Group's level of taxable profits in European tax regimes with effective rates of higher than 30%.

Risks and Uncertainties

There are a number of potential risks and uncertainties which could have a material impact on the Group's performance over the remaining six months of the financial year and could cause actual results to differ materially from expected and historical results. The directors do not consider that the principal risks and uncertainties have changed since the publication of the annual report for the year ended 31 March 2009. A detailed explanation of the risks summarised below can be found on page 25 of the annual report which is available at www.chloridegroup.com. 

Competitive pressures and customer relationships

Product and service revenues could fail to grow at or above market rates due to third party activities, loss of competitive advantage or short term challenging economic conditions. 

Complexity of Operations and Supply chain disruption

The Group's own and suppliers' manufacturing facilities could be disrupted for reasons beyond the Group's control such as political instability, economic conditions, fire, work force action or other issues.

Loss of key personnel

Loss of key personnel could occur if employee remuneration and benefit packages and succession planning is not prioritised.

Acquisitions / New markets

Businesses should be acquired on terms that enhance shareholder value and then integrated to achieve such returns. New markets should be entered after full risk assessment thereof. 

The Company remains confident that the drivers of growth will remain over the medium to long term, despite the impact of the challenging markets on current performance. The business model is robust, service oriented and cash generative. We enter the second half year with low debt, substantial facilities and in a position to build shareholder value.

Neil Warner

Group Finance Director

  CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2009 

			Six months	Six months	Year ended
			ended 30	ended 30	31 March
			Sept 2009	Sept 2008	2009
			£000	£000	£000
		Notes	(unaudited)	(unaudited)	(audited)
Sales		2	152,742	152,329	326,747
Cost of sales			(86,807)	(85,330)	(186,159)
Gross profit			65,935	66,999	140,588
Distribution costs			(22,058)	(20,917)	(43,222)
Administrative expenses			(26,561)	(25,342)	(50,953)
Share of profits/(losses) from associate and joint venture			248	(112)	(8)
Operating profit before amortisation of acquired intangibles and restructuring costs		2	17,564	20,628	46,405
Other operating costs
	Amortisation of acquired intangibles		(2,220)	(1,603)	(3,829)
	Restructuring	4	(3,507)	-	-
Operating profit		2	11,837	19,025	42,576
Finance cost		5	(2,192)	(2,614)	(5,477)
Investment income		5	792	1,174	2,727
Profit before tax		2	10,437	17,585	39,826
Income tax expense		7	(3,368)	(5,658)	(12,755)
Profit for the period			7,069	11,927	27,071
Profit attributable to minority interests			-	(177)	(454)
Profit for the period attributable to equity holders of the parent			7,069	11,750	26,617
Earnings per share		6
Basic			2.78p	4.68p	10.6p
Diluted			2.77p	4.65p	10.5p

  CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2009 

	Six months	Six months	Year ended
	ended 30	ended 30	31 March
	Sept 2009	Sept 2008	2009
	£000	£000	£000
	(unaudited)	(unaudited)	(audited)
Profit for the period	7,069	11,927	27,071
Losses on cash flow hedges	(136)	(18)	(24)
Exchange differences arising on translation of foreign operations:
- Subsidiaries	(4,994)	4,267	25,188
- Associates	70	(316)	(255)
Actuarial (losses) on post-employment employee benefits	(2,948)	(2,758)	(4,513)
Revaluation of previously held interest in associate on acquisition of control	-	-	564
Transfers to profit and loss on cash flow hedges	164	(115)	(72)
Income tax relating to components of other comprehensive income	1,082	497	(19)
Other comprehensive (loss)/income for the period, net of tax	(6,762)	1,557	20,869
Total comprehensive income for the period	307	13,484	47,940
Attributable to:
Equity holders of the parent	935	13,044	46,267
Minority Interest	(628)	440	1,673

  CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 30 SEPTEMBER 2009 

		At 30 Sept	At 30 Sept	At 31 March
		2009	2008	2009
		£000	£000	£000
	Notes	(unaudited)	(unaudited)	(audited)
Assets
Non-current assets
Goodwill	10	73,781	61,586	71,546
Other intangible assets	11	19,422	19,792	21,528
Property, plant and equipment	12	27,274	23,234	27,674
Interest in associates and joint venture	13	840	457	522
Investments	14	1,340	34	25
Deferred tax assets		6,701	7,956	5,739
			113,059	127,034
Current assets
Inventories		48,282	43,219	44,044
Trade and other receivables		110,443	88,468	110,538
Derivative financial instruments		313	48	371
Cash and cash equivalents	18	20,225	23,414	38,145
			155,149	193,098
Total assets		308,621	268,208	320,132
Liabilities
Current liabilities
Bank overdrafts and other loans	18	902	21,140	44,029
Obligations under finance leases		95	49	89
Trade and other payables		92,970	78,480	89,062
Derivative financial instruments		76	176	103
Tax payable		6,521	8,401	7,872
Provisions	15	4,682	3,748	3,665
			111,994	144,820

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONTINUED

AT 30 SEPTEMBER 2009

		At 30 Sept	At 30 Sept	At 31 March
		2009	2008	2009
		£000	£000	£000
	Notes	(unaudited)	(unaudited)	(audited)
Non-current liabilities
Bank and other loans	18	54,543	25,383	9,088
Obligations under finance leases		335	306	386
Other payables		-	-	341
Post-employment benefits	16	15,085	9,775	12,597
Deferred tax liabilities		6,248	5,815	6,718
Tax payable		843	568	829
Provisions	15	3,152	3,037	3,025
		80,206	44,884	32,984
Total liabilities		185,452	156,878	177,804
Net assets		123,169	111,330	142,328
Equity
Issued capital	17	65,347	65,172	65,275
Share premium		7,927	7,715	7,843
Own shares		(9,576)	(12,572)	(10,948)
Retained earnings		31,583	32,467	40,834
Foreign exchange reserve		26,193	10,463	30,489
Hedge reserve account		52	(13)	24
Equity attributable to equity holders of the parent		121,526	103,232	133,517
Minority interest		1,643	8,098	8,811
Total equity		123,169	111,330	142,328

  CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AT 30 SEPTEMBER 2009 

SIX MONTHS ENDED 30 SEPTEMBER 2009
	Share	Share	Own	Hedging	Exchange	Retained		Minority	Total
	capital	premium	shares	reserve	reserve	earnings	Total	interest	equity
	£000	£000	£000	£000	£000	£000	£000	£000	£000
At 1 April 2009	65,275	7,843	(10,948)	24	30,489	40,834	133,517	8,811	142,328
Total comprehensive (loss)/income for the period	-	-	-	28	(4,296)	5,203	935	(628)	307
Dividends paid	-	-	-	-	-	(7,259)	(7,259)	-	(7,259)
Shares issued	72	84	-	-	-	-	156	-	156
Movements in respect of own shares	-	-	1,372	-	-	(2,321)	(949)	-	(949)
Acquisition of minority interests in subsidiary	-	-	-	-	-	(6,015)	(6,015)	(6,540)	(12,555)
Share-based payments	-		-	-	-	1,141	1,141	-	1,141
At 30 September 2009 (unaudited)	65,347	7,927	(9,576)	52	26,193	31,583	121,526	1,643	123,169
SIX MONTHS ENDED 30 SEPTEMBER 2008
	Share	Share	Own	Hedging	Exchange	Retained		Minority	Total
	capital	premium	shares	reserve	reserve	earnings	Total	Interest	equity
	£000	£000	£000	£000	£000	£000	£000	£000	£000
At 1 April 2008	64,384	5,502	(12,019)	120	6,775	29,766	94,528	-	94,528
Total comprehensive (loss)/income for the period	-	-	-	(133)	3,688	9,489	13,044	440	13,484
Dividends paid	-	-	-	-	-	(6,215)	(6,215)	-	(6,215)
Shares issued	788	2,213	-	-	-	-	3,001	-	3,001
Movements in respect of own shares	-	-	(553)	-	-	(1,477)	(2,030)	-	(2,030)
Share-based payments	-	-	-	-	-	904	904	-	904
Minority interest on acquisition of subsidiary	-	-	-	-	-	-	-	7,658	7,658
At 30 September 2008 (unaudited)	65,172	7,715	(12,572)	(13)	10,463	32,467	103,232	8,098	111,330

YEAR ENDED 31 MARCH 2009
	Share	Share	Own	Hedging	Exchange	Retained		Minority	Total
	capital	premium	shares	reserve	reserve	earnings	Total	interest	equity
	£000	£000	£000	£000	£000	£000	£000	£000	£000
At 1 April 2008	64,384	5,502	(12,019)	120	6,775	29,766	94,528	-	94,528
Total comprehensive (loss)/income for the period	-	-	-	(96)	23,714	22,649	46,267	1,673	47,940
Dividends paid	-	-	-	-	-	(10,690)	(10,690)	-	(10,690)
Shares issued	891	2,341	-	-	-	-	3,232	-	3,232
Movements in respect of own shares	-	-	1,071	-	-	(3,103)	(2,032)	-	(2,032)
Share-based payments	-	-	-	-	-	2,212	2,212	-	2,212
Minority interest on acquisition of subsidiary	-	-	-	-	-	-	-	7,138	7,138
At 31 March 2009 (audited)	65,275	7,843	(10,948)	24	30,489	40,834	133,517	8,811	142,328

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2009

	Six months	Six months	Year ended
	ended 30	ended 30	31 March
	Sept 2009	Sept 2008	2009
	£000	£000	£000
	(unaudited)	(unaudited)	(audited)
Operating activities
Operating profit	11,837	19,025	42,576
Amortisation of intangibles - acquired intangibles	2,220	1,603	3,829
Adjusted operating profit	14.057	20,628	46,405
Amortisation of intangibles - software	471	377	927
Depreciation of property, plant and equipment	2,104	1,767	3,631
Earnings before interest, tax, depreciation and amortisation ("EBITDA")	16,632	22,772	50,963
Book loss/(gain) on sale of property, plant and equipment	34	10	(73)
Non-cash charge for employee share schemes	1,141	904	2,212
Post-employment benefits	(789)	32	(170)
Interest in associate and joint venture	(248)	112	8
Operating cash flow before working capital movements	16,770	23,830	52,940
Increase in inventories	(4,337)	(3,747)	1,306
Decrease/(increase) in trade and other receivables	608	6,018	(3,814)
Increase/(decrease) in trade and other payables	336	(7,711)	(6,786)
Increase/(decrease) in other provisions	1,083	303	(639)
Operating cash flow	14,460	18,693	43,007
Income taxes paid	(5,337)	(6,426)	(13,587)
Finance costs paid	(1,887)	(1,556)	(3,568)
Investment income	147	218	1,032
Net cash from operating activities	7,383	10,929	26,884
Investing activities
Purchase of property, plant and equipment	(2,416)	(2,081)	(4,896)
Purchase of software	(101)	(117)	(542)
Sale of property, plant and equipment	133	-	179
Purchase of businesses	(15,574)	(4,686)	( 7,321)
Purchase of investment	(1,304)	(847)	(914)
Net cash used in investing activities	(19,262)	(7,731)	(13,494)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS CONTINUED

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2009

	Six months	Six months	Year ended
	ended 30	ended 30	31 March
	Sept 2009	Sept 2008	2009
	£000	£000	£000
	(unaudited)	(unaudited)	(audited)
Financing activities
Share capital issued	156	3,001	3,232
Purchase of own shares	(949)	(2,030)	(2,032)
Capital element of finance lease repayments	(43)	(9)	61
(Decrease)/Increase in short-term borrowings	(42,821)	8,712	29,940
Increase/(decrease) in long-term borrowings	45,837	(6,254)	(22,587)
Equity dividends paid	(7,259)	(6,215)	(10,895)
Net cash (used in)/ from financing activities	(5,079)	(2,795)	(2,281)
Net (decrease)/increase in cash and cash equivalents	(16,958)	403	11,109
Cash and cash equivalents at beginning of period	37,193	22,292	22,292
Net foreign exchange differences	(413)	359	3,792
Cash and cash equivalents at period end	19,822	23,054	37,193

 

  NOTES TO THE ACCOUNTS

1	Basis of accounting

The condensed consolidated financial statements of Chloride Group PLC for the six-month period ended 30 September 2009 were authorised in accordance with a resolution of the directors of Chloride Group PLC on 2 November 2009.

The financial information for the year ended 31 March 2009 does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. Statutory accounts for the year ended 31 March 2009 have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain statements under Section 237 (2) or (3) of the Companies Act 1985. The results for the six months ended 30 September 2009 are neither audited nor reviewed by the Company's auditors.

The annual financial statements of Chloride Group PLC are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".

The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest annual audited financial statements, with the exception of the following accounting pronouncements, which were adopted at the beginning of the accounting period: 

• IAS 1 Revised (2007) "Presentation of Financial Statements".

• IAS 23 Revised (2007) "Borrowing Costs".

• Amendment to IFRS 2 "Share-based Payment - Vesting Conditions and Cancellations".

• IFRS 8 "Operating Segments".

• IFRIC 16 "Hedges of a Net Investment in a Foreign Operation".

With the exception of IFRS 8 and IAS 1 Revised (2007), the adoption of the above pronouncements has had no significant impact of the results, financial position or presentation of the results company.

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Executive to allocate resources to the segments and to assess their performance. In contrast, the predecessor Standard (IAS 14 "Segment Reporting") required the Group to identify two sets of segments (business and geographical), using a risks and rewards approach, with the Group's system of internal financial reporting to key management personnel serving only as the starting point for the identification of such segments. As a result, the segmental information required by IAS 34 which is included in note 2 below is presented in accordance with IFRS 8. The comparatives have been restated accordingly.

IAS 1(revised) requires the presentation of a statement of changes in equity as a primary statement, separate from the income statement and statement of comprehensive income. As a result, a condensed consolidated statement of changes in equity has been included in the primary statements, showing changes in each component of equity for each period presented.

Details of the Company's significant accounting policies are available from the registered office and in the Company's annual report which is available at www.chloridegroup.com. 

Going concern

The financial position of the Company, its cash flows, borrowing facilities and liquidity are set out in pages 10 and 11 of the financial review. The directors have considered the Company's internal forecasts and projections that take into account reasonably possible changes in trading performance. Based on these and the Company's financing position at 30 September 2009  the directors consider that the company has adequate facilities to continue to operate for the foreseeable future. Accordingly the directors continue to adopt the going concern basis in preparing these interim accounts.

 

2	Segmental information

Consistent with prior years the Company derives its revenue and profits from a single class of business - secure power solutions. The Company carries out its trade through a number of operating units which substantially reflect the country/ region in which they operate. Information is reported to the Group's Chief Executive at this level, which is the basis on which resources are allocated and assessments of performance made. 

All units are similar in the nature of products and services that they supply, the source of those products, and have similar classes of end customer and distribution. However, due to the regions of the world in which they operate in, they exhibit different economic characteristics. Therefore, for the purposes of IFRS 8, we have aggregated the results of our operating units into geographic regional segments,

Information regarding the Group's operating segments is reported below. The segments identified are not materially different from the geographic basis of disclosure previously provided under IAS 14. However, to the extent that IFRS 8 has had an effect on the nature of information presented, amounts reported for prior periods have been restated.

			----Six months ended 30 September 2009----
			Total	Inter-  segment	External
			£000	£000	£000
Revenue
Europe			122,865	(4,479)	118,386
Americas			16,238	(596)	15,642
Asia and Australasia			18,995	(281)	18,714
Total sales			158,098	(5,356)	152,742
Inter-segment revenue			(5,356)	5,356	-
			152,742	-	152,742
Inter-segment sales are charged at prevailing market prices.

			----Six months ended 30 September 2008----
			Total	Inter-  Segment	External
			£000	£000	£000
Revenue
Europe			124,806	(3,528)	121,278
Americas			13,135	(448)	12,687
Asia and Australasia			18,368	(4)	18,364
Total sales			156,309	(3,980)	152,329
Inter-segment revenue			(3,980)	3,980	-
			152,329	-	152,329

			-----------Year ended 31 March 2009------------
			Total	Inter-  segment	External
			£000	£000	£000
Revenue
Europe			269,297	(10,855)	258,442
Americas			28,705	(1,170)	27,535
Asia and Australasia			41,025	(255)	40,770
Total sales			339,027	(12,280)	326,747
Inter-segment revenue			(12,280)	12,280	-
			326,747	-	326,747
Inter-segment sales are charged at prevailing market prices.

					Segment result
					Six months	Six months	Year ended
					ended 30	ended 30	31 March
					Sept 2009	Sept 2008	2009
					£000	£000	£000
Europe					16,750	20,892	46,748
Americas					865	652	888
Asia and Australasia					1,659	1,952	4,185
Total					19,274	23,496	51,821
Corporate					(1,710)	(2,868)	(5,416)
Operating profit before amortisation of acquired intangibles and restructuring costs					17,564	20,628	46,405
Acquired intangible amortisation					(2,220)	(1,603)	(3,829)
Restructuring costs					(3,507)	-	-
Operating profit					11,837	19,025	42,576
Finance costs					(2,192)	(2,614)	(5,477)
Investment income					792	1,174	2,727
Profit before tax					10,437	17,585	39,826

Revenues and profits are allocated above on the basis of where the selling operating unit is based.

  Third party sales by market destination

	Six months	Six months	Year ended
	ended 30	ended 30	31 March
	Sept 2009	Sept 2008	2009
	£000	£000	£000
	(unaudited)	(unaudited)
Western Europe	82,907	90,540	186,968
Eastern Europe	15,567	13,536	31,876
Americas	16,379	13,725	29,689
Asia and Australasia	24,602	24,414	52,989
Africa and Middle East	13,287	10,114	25,225
Total	152,742	152,329	326,747

Revenues are allocated to countries on the basis of the destination of the sale.

3	Seasonality of results

Our major markets are subject to some seasonality in demand and are particularly impacted by the slowdown associated with the summer season in Europe.  Consequently our results are normally more heavily weighted to the second half.

4	Restructuring

Restructuring costs comprise mainly redundancy payments arising from the continuing review of costs across the organisation. In the six months to 30 September 2009, costs of £3.5 million have been incurred, and these are expected to reach £6.0 million for the full year.

5	Finance income and expense

		Six	Six
		months	months	Year ended
		ended 30	ended 30	31 March
		Sept 2009	Sept 2008	2009
		£000	£000	£000
Investment income
Interest on short-term deposits		79	218	940
Other interest receivable		68	-	8
Expected return on post-employment plan assets		645	956	1,779
		792	1,174	2,727
Finance costs
Interest on loans and other borrowing		1,188	1,597	3,449
Interest on post-employment plan liabilities		1,004	1,017	2,028
		2,192	2,614	5,477

6	Earnings per share
a)	Basic and adjusted EPS

The reconciliation between basic and adjusted EPS, and between the earnings figures used in calculating them, is as follows:

 

	Profit  before  taxation	Taxation	Attributable  to minority  interests	Profit  after  taxation	EPS
	£000	£000	£000	£000	pence
Six months to 30 September 2009
Basic	10,437	(3,368)	-	7,069	2.78
Restructuring	3,507	(1,026)	-	2,481
Amortisation of acquired intangibles	2,220	(665)	(208)	1,347
Adjusted	16,164	(5,059)	(208)	10,897	4.28
Six months to 30 September 2008
Basic	17,585	(5,658)	(177)	11,750	4.68
Amortisation of acquired intangibles	1,603	(406)	(142)	1,055	-
Adjusted	19,188	(6,064)	(319)	12,805	5.11
Year ended 31 March 2009
Basic	39,826	(12,755)	(454)	26,617	10.6
Amortisation of acquired intangibles	3,829	(1,036)	(452)	2,341	-
Adjusted	43,655	(13,791)	(906)	28,958	11.5

b)	Diluted EPS
Diluted EPS has been calculated based on the basic and adjusted earnings amounts above. The diluted basic and
adjusted earnings are set out below:
				Six		Six
				months		months				Year ended
				ended 30		ended 30				31 March
				Sept 2009		Sept 2008				2009
				pence		pence				pence
Diluted				2.77		4.65				10.5
Diluted adjusted				4.25		5.07				11.4
A reconciliation between the shares used in calculating basic and diluted EPS is as follows:
				Six		Six
				months		months				Year ended
				ended 30		ended 30				31 March
				Sept 2009		Sept 2008				2009
				million		million				million
Average shares used in basic EPS calculation				254.6		250.8				252.2
Dilutive share options outstanding				1.7		2.0				1.0
Shares used in diluted EPS calculation				256.3		252.8				253.2

The weighted average number of shares excludes shares held by the Chloride Group Employee Benefit Trust.

The directors consider that the adjusted earnings per share figures more accurately reflect the underlying performance of the business.

7	Taxation
		Six		Six
		months		months		Year ended
		ended 30		ended 30		31 March
		Sept 2009		Sept 2008		2009
		£000		£000		£000
Current tax:
UK Corporation tax at statutory rate		794		-		1,454
Foreign tax		3,712		5,263		9,917
Adjustment in respect of prior years		(79)		(110)		345
		4,427		5,153		11,716
Deferred taxation		(1,059)		505		1,039
Total		3,368		5,658		12,755

Corporation tax for the interim period is charged at 31% (2008: 32%), representing the best estimate of the weighted average annual corporation tax rate to adjusted profit before tax expected for the financial year.

8	Dividends
		Six		Six
		months		months		Year ended
		ended 30		ended 30		31 March
		Sept 2009		Sept 2008		2009
		£000		£000		£000
Final 2009 - 2.85p per share paid 3 August 2009		7,259		-		-
Interim 2009 - 1.85p per share paid 3 December 2008		-		-		3,959
Final 2008 - 2.40p per share paid 4 August 2008		-		4,166		4,166
		7,259		4,166		8,125

An interim dividend of £4,853,000 representing 1.9p per share will be paid on 2 December 2009 to shareholders on the register on 13 November 2009.

The trustees of the Chloride Group Employee Benefit Trust have waived their rights to receive dividends.  Accordingly, the amounts shown above are net of any dividends which might otherwise have accrued to the Trust.

 

9	Acquisition of subsidiaries

The company purchased the trade and certain assets of Malcolm Power Systems and Custom Power on 9 April 2009 and 15 June 2009 respectively. These purchases gave rise to goodwill of £4.4 million and other intangibles (customer lists) of £1.2 million.

	Book value	Fair value  adjustments	Fair value
Net assets acquired	£000	£000	£000
Property plant and equipment	169	(33)	136
Other intangible assets -customer lists	-	1,227	1,227
Inventories	853	(305)	548
Trade creditors and other payables	(147)	(24)	(171)
Deferred taxation	-	(465)	(465)
Provisions	-	(413)	(413)
	875	(13)	862
Goodwill			4,426
Total consideration			5,288
Satisfied by:
Cash			3,016
Deferred acquisition payment			2,129
Directly attributable costs			143
Cash flow on acquisition			5,288

Goodwill substantially represents the expertise and technical knowledge of the Company's staff, together with synergistic benefits.  Included in the Group's results for the six-month period to 30 September 2009 are sales of £1.4 million and profits of £0.1 million. Had the acquisition been made at the start of the financial year, Group sales and Group profit attributable to equity holders of the parent would have been £2.3million and £0.2 million respectively. 

DB Power Electronics (Pvt) Ltd    

On 20 July 2009 the Company acquired a further 41% of the share capital of DB Power Electronics (Pvt) Ltd, a manufacturer and supplier of critical power protection services in India for a cash consideration of c. £12.5 million. This brings Chloride's total investment in the Company to 90%.

No changes to consolidated goodwill have arisen from the purchase, with the excess of the amount paid over the carrying value of the related minority interest being debited to reserves. 

10          Goodwill
			2009
			£000
Cost and carrying amount:
At 1 April 2009			71,546
Exchange differences			(2,220)
Adjustment to goodwill in respect of prior year acquisitions			29
Recognised on acquisition of subsidiaries (see note 9)			4,426
At 30 September 2009			73,781

The Company carries out annual impairment tests on the carrying value of goodwill. In the Report and Accounts for the year ended 31 March 2009, it concluded that with the exception of our low power North American business, Oneac, the individual cash generating units showed significant headroom. The assessment for Oneac showed base case headroom of £1.5 million. 

In the absence of any specific events or changes in circumstances at the half year stage, the company will continue to monitor the performance of Oneac over the remaining six months of the year and will carry out a full impairment review at the year-end.

11	Other Intangibles

		Software	Acquired
		costs	intangibles		Total
		£000	£000		£000
Cost and carrying amount:
At 1 April 2009		3,174	18,354		21,528
Exchange differences		(17)	(726)		(743)
Additions		101	-		101
Recognised on acquisition of subsidiaries (see note 9)		-	1,227		1,227
Amortisation in the period		(471)	(2,220)		(2,691)
At 30 September 2009		2,787	16,635		19,422

Intangible assets are amortised using the straight-line method over their estimated useful lives. The rates used are:

Computer software                                    Three to seven years

Other                                                             Two to ten years

12	Property, plant and equipment and software

			2009
			£000
Cost and carrying amount:
At 1 April 2009			27,674
Exchange differences			(681)
Additions			2,416
Depreciation in the period			(2,104)
Disposals			(167)
Recognised on acquisition of subsidiaries (see note 9)			136
At 30 September 2009			27,274

13	Interests in associates and joint venture

			2009
			£000
At 1 April 2009			522
Share of profit in period			248
Exchange differences			70
At 30 September 2009			840

14	Investments

On 12 June 2009 the Company acquired a 10% stake in Newtech Technology Holdings Limited, a critical environment infrastructure solutions provider company based in Hong Kong for £1.3 million.

15	Provisions

	Restructuring	Warranty	Other	Total
	£000	£000	£000	£000
At 1 April 2009	199	2,395	4,096	6,690
Exchange rate adjustments	28	(55)	(6)	(33)
Profit and loss account	1,204	257	289	1,750
Acquisition of subsidiaries	-	94	-	94
Utilised in the period	(122)	(252)	(293)	(667)
At 30 September 2009	1,309	2,439	4,086	7,834
Current	1,309	263	3,110	4,682
Non-current	-	2,176	976	3,152

Provisions comprise amounts provided to cover future restructuring costs, warranties and other potential obligations.

Restructuring provisions mainly relate to redundancy payments. Warranties given by the Company depend on the nature of the application sold, and range from between one and five years. Other provisions also include contractual and other obligations such as vacant property and routine legal matters.

.

16	Post employment benefits

The defined benefit obligation as at 30 September 2009 is calculated on a year-to-date basis, using the actuarial valuations at 31 March 2009, but amended where changes to core assumptions would give rise to significant adjustments. 

For the valuation of the UK liability we have revised the mortality assumption to PA92YOBMC 1% and the discount rate to 5.4% (year ended 31 March 2009 PAC202MC and 6.5% respectively). Differences arsing from these changes in assumptions are shown in the actuarial loss in the Statement of Comprehensive Income  

The defined benefit plan assets have been updated to reflect their market value as at the 30 September 2009. Differences between the expected return on assets and the actual return on assets have been recognised as an actuarial gain in the Statement of Comprehensive Income. 

									2009
									£000
Movement in present value of defined benefit obligation during the period
Present value at 1 April									32,940
Current service cost									225
Employee contributions									100
Benefits paid									(835)
Other finance expense									1,004
Actuarial loss									6,681
Exchange									(115)
Present value at 30 September									40,000
Movements in the fair value of scheme assets
At 1 April									20,343
Expected return on plan assets									645
Contributions - by employer									559
Contributions - by employee									100
Benefits paid									(460)
Actuarial gain									3,733
Exchange									(5)
Scheme assets at 30 September									24,915
Net liability at 1 April 2009									12,597
Net liability at 30 September 2009									15,085

17	Share capital

The £72,279 increase in the issued share capital of the Company is due to the exercise of executive and SAYE share options over a total of 289,118 shares.

 

18	Analysis of net debt

		30 Sept  2009	30 Sept  2008	31 March   2009
		£000	£000	£000
Cash and cash equivalents		20,225	23,414	38,145
Bank overdrafts		(403)	(360)	(952)
Bank and other loans		(55,042)	(46,163)	(52,165)
Finance lease obligations		(430)	(355)	(475)
		(35,650)	(23,464)	(15,447)

At 30 September 2009. the Company has core bank facilities of £120 million. These facilities are for fixed terms of three years and the unexpired element of them varies between 13 and 33 months. Since the 30 September 2009 the company has agreed a further £30 million three year facility.  

19

Related party transactions and contingent liabilities

There has been no material change in the related party transactions or contingent liabilities from those disclosed in the annual report for the year ended 31 March 2009.

20

Subsequent events

On 16 October the Company purchased the entire share capital of Emergency Power Systems plc, a UK based secure power business for £2.6 million, and a payment of £1.1 million to extinguish associated debt.   A further £1 million is payable over a period of two years if certain performance conditions are met.

  RESPONSIBILITY STATEMENT

We confirm that to the best of our knowledge:

• The condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Reporting';
  

• The interim management report includes a fair review of the information required by:
  

• DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
  

• DTR 4.2.8R (disclosure of related party transactions and changes therein).

By order of the Board

Tim Cobbold                   Neil Warner

Chief Executive              Group Finance Director

2 November 2009

  SHAREHOLDER INFORMATION, SECRETARY AND ADVISERS

SHAREHOLDERS' ENQUIRIES

Matters relating to shareholdings, such as a request for a replacement share certificate, notification of a change of name or address, enquiries regarding dividend payments or amalgamation of shareholdings should be addressed, quoting reference 489, to Equiniti, whose contact details are set out below. The Registrar's website address for a range of shareholder services is www.shareview.co.uk.

GIFTING YOUR SHARES

If you wish to transfer shares as a gift, perhaps to another member of your family, please apply for an appropriate transfer form to the Company's secretarial department at the address set out below. Completed transfer forms should be returned to the Registrar, quoting reference 489.

If you have a small number of shares and would like to donate them to charity through ShareGift, please ask the Company's secretarial department for a ShareGift transfer form. Completed ShareGift transfer forms should be returned direct to ShareGift, The Orr Mackintosh Foundation, 46 Grosvenor Street, London  W1K 3HN.

UK CAPITAL GAINS TAX

Section 35 of the Taxation of Chargeable Gains Act 1992 provides for the rebasing of capital gains tax at 31 March 1982 in relation to assets held on that date and disposed of after 5 April 1988. The date of 31 March 1982 is also relevant in determining the indexation allowances. The respective market values of Chloride securities on 31 March 1982 were as follows:

Ordinary shares held at 31 March 1982	25.5p
Ordinary shares derived from the conversion of 7.5% cumulative convertible preference shares in August 1987	23.9p
Or, for shareholders who were at that time taxed under section 34 of the Finance (No. 2) Act 1975 in respect of the capitalisation issue connected with the conversion	33.1p

LOW-COST SHARE DEALING SERVICES

Low-cost share dealing services are available to private investors, in respect of purchases or sales of shares in the Company through:

	The Share Centre Limited. Details of the service may be obtained by telephoning The Share Centre Limited on 01296 414144.
	Stocktrade, a division of Brewin Dolphin Securities Limited. Details of the service may be obtained by telephoning Stocktrade on 0845 601 0995 and quoting reference LOW C0124.

 

SECRETARY AND REGISTERED OFFICE

Jon Messent

Ebury Gate, 23 Lower Belgrave Street, London SW1W 0NR

Registered in England number 35389

Telephone +44 (0)20 7881 1440

Facsimile +44 (0)20 7730 5085

E-mail enquiries@chloridegroup.com

Website www.chloridegroup.com

ADVISERS

Auditors                                Broker and financial adviser

Deloitte LLP                         Investec Limited

Banks                                   Registrars

BNP Paribas Fortis            Equiniti

HSBC                                   Aspect House
Lloyds Banking Group      Spencer Road

Royal Bank of Scotland    Lancing

Santander                           West Sussex  BN99 6DA

                                              Telephone 0871 384 2210* (from UK)

                                             +44 121 415 7047 (from outside UK)  

                                             *Calls to this number are charged at 8p a minute from a BT landline.

                                             Other telephone providers' costs may vary.

ENDIR FDFFWSSUSEES

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