Driver Grp Regulatory News (DRV)

18 January 2012

DRIVER GROUP PLC

("Driver" or "the Group")

Preliminary Results

For the Year to 30 September 2011

Driver provides specialist commercial & dispute resolution

Services to the construction and engineering industries

Key points

·; Restructuring of the Group completed

·; Return to profitability

·; Increase in revenue

·; Elimination of debt and generation of positive year end cash balance

·; Banking arrangements secured and in place until 2015

·; Proposed return to the Dividend List

·; Increased presence established in South Africa

Alan McClue, Non-Executive Chairman of Driver, commenting on the results said:

"I am pleased to report on the Group's performance for the financial year 2010 / 2011; a year in which the objectives set for the year have been met.

Performance in the year has seen a return to profitability, growth in revenue, a return to a healthy cash positive position and, subject to shareholder approval, a return to the Dividend List."

* Underlying figures are stated before the share-based payment charge and exceptional items (note 5)

**Net cash / (borrowings) consists of cash and cash equivalents, bank loans and finance leases.

***Available funds include net undrawn bank facilities plus other cash balances

Enquiries:

CHAIRMAN'S STATEMENT

Introduction

I am pleased to report on the Group's performance for the financial year 2010 / 2011; a year in which the objectives set for the year have been met.

Performance in the year has seen a return to profitability, growth in revenue, a return to a healthy cash positive position and, subject to shareholder approval, a return to the Dividend List.

12 months ago the Group stated that it was restructuring and pursuing new initiatives aimed at providing growth to counter the decline in its traditional construction markets. These initiatives were targeted on opportunities in Qatar, Africa, the UK Power & Process sector and international disputes managed from the UK. I am pleased to report that these new initiatives are starting to deliver positive results.

During the year employees at all levels in the Group were asked to accept considerable change and adopt a flexibility appropriate to market and economic conditions. This they have done willingly and with commitment to the Group's future performance.

Financial Results

Revenue for the 12 months to 30 September 2011 increased by 6% to £17.4m (2010: £16.4m) largely as a result of an increase in our international disputes services, our improving position in Africa and in the Power & Process sector in the UK. These improvements offset the anticipated continuing decline in the UAE. Underlying* profit before taxation was £0.55m (2010: loss of £0.43m). Reported profit before taxation was £0.35m (2010: loss of £0.81m).

The Group's net cash position at the end of the year stood at £0.6m (2010: net borrowings of £0.5m).

Underlying* earnings per share was 1.7 pence (2010: loss per share 1.2 pence). Reported earnings per share was 0.9 pence (2010: loss per share 2.7 pence).

Dividend

In view of the return to profits and the cash inflow in the year the Board proposes a final dividend for 2011 of 0.5p per share (2010: nil) and therefore a full year dividend of 0.5p per share (2010: nil). The final dividend will be paid on 23 March 2012 to shareholders on the register at the close of business on 9 March 2012.

Trading Overview

The trading environment over the past 12 months has continued to be challenging and given this, the Group's performance has been encouraging. The Group's costs associated with our traditional construction markets have been cut and action by executive management has established a stable platform for increasing profits with our new initiatives developing as planned.

Trading in Europe, which accounted for 69% of Group revenue, was up 11% on 2010 revenues. This was as a result of our increasing presence in the Power & Process market in the UK and our focus on the international disputes managed out of the UK. In addition, we have started to see a stabilisation in the general construction market following its decline in 2010.

*Underlying figures are stated before the share based payment charge and exceptional items (note 5).

In the Middle East, trading accounted for 26% of Group revenue and was down 11% on 2010 revenues. As anticipated, the construction market in the UAE continues to decline and the region was restructured to accommodate this and reposition the Middle East business. These actions enabled the region to return to profitability during the second half of the year. Oman continues to be stable with good returns. UAE is positioned to focus on the dispute market given that live construction opportunities remain very challenging. The pace of our operation in Qatar is developing slowly as the anticipated construction spend is not materialising as quickly as had been anticipated. Our costs in all of our operations in the Middle East are well controlled.

Africa's revenue represents 5% of Group revenue and is up 58% on 2010. We have secured work in the PPP sector as well as the dispute market and have a strong pipeline of opportunities via the commercial joint venture agreement we have with Worley Parsons / Evans & Peck.

Board Changes

During the year there have been a number of changes to the Board. Michael Davis and Keith Kirkwood retired from the Board on 1 March 2011 and 28 February 2011 respectively and Gary Turner retired from the Board on 14 June 2011. I would like to thank Michael, Keith and Gary for their commitment and contributions to the Group during their time with us.

I was appointed as Non-Executive Chairman on 1 May 2011 with Stephen Driver stepping down from his role as Executive Chairman to that of Non-Executive Director.

The final change to the Group Board was the appointment of Colin Davies as Non-Executive Director and Chairman of the Audit Committee.

Outlook

Last year was a year of restructuring, cost cutting and consolidation to prepare a platform for growth and a return to profitability. This has been achieved.

We see the coming year as one in which we will continue to develop our operations in Africa, the UK Power & Process sector and Qatar and maintain a stable environment in our remaining businesses. We have some exciting opportunities but are mindful of the macroeconomic environment. We are therefore structured to deal with any adverse scenarios this may create.

We continue to strive for growth in terms of both revenue and profit whilst maintaining a healthy cash position. This year saw a return to profitability and we view this coming year as one to evidence the sustainability of the Group profits and we are satisfied with the start to the current year.

W. Alan McClue

Non-Executive Chairman

CHIEF EXECUTIVE'S REPORT

Introduction

In my 2010 report I stated that we would grow the business through the new initiatives we had put in place in Africa, Qatar and the UK Power & Process sector together with increases in our existing expert witness and litigation support services on international disputes administered out of the UK. I am pleased to report this has been achieved. I also anticipated further decline in the UK and UAE live construction markets and highlighted the need for tight control of costs.

I am therefore very pleased to report that, notwithstanding these challenging circumstances, the business has grown through the new initiatives we have put in place and reassuringly our remaining UK business remained stable. The UAE live construction market did continue to decline and as a result we restructured the business in that region so as to reduce costs and make it a more efficient and focused operation.

The Group has performed very well against all key metrics. Revenue increased by 6% to £17.4m (2010: £16.4m), gross margin improved by 4 percentage points to 27% (2010: 23%), the previous year's loss was turned around into an underlying* profit before tax of £0.55m (2010: underlying* loss of £0.43m) and we ended the year with £0.6m net cash (2010: £0.5m net debt). Reported profit before tax was £0.35m compared to a loss in 2010 of £0.81m.

The business is managed through the three regions in which we trade: Europe, Middle East and Africa. Overall 52% of revenue is generated on overseas projects albeit 69% is billed through UK trading entities; the difference primarily being the international dispute and expert witness assignments administered from the UK. This wider global footprint and the willingness and ability of our staff to work on international projects and in varying sectors of the construction and engineering markets has been key to the success this year.

Europe

This region has seen revenues increase by £1.2m or 11% to £12.0m (2010: £10.8m) in the year as a result of the anticipated growth in our UK Power & Process sector and expert witness and litigation support services on international assignments. Profits were up 9.5 percentage points at 17.2% of revenue (2010: 7.7%). The remaining work load in Driver Project

Services and Driver Consult remained stable primarily due to our positioning with blue chip clients in the infrastructure market. In fact our utilisation levels in Driver Consult were up 9 percentage points on 2010 at 76%. This performance was better than the anticipated continuing decline predicted last year. Both these core businesses to the Group have increased market share in the period due to our growing reputation, the quality of our staff and the marketing focus of the senior management.

Middle East

This region continued to see revenues fall; by £0.58m or 11% in the year to £4.5m (2010: £5.08m) as a result of a declining construction market in the UAE. The region made a loss of £0.09m (2010: profit of £0.26m) primarily through the UAE business. The loss sustained in the first half of the year was in excess of this and as a result of this developing loss and poor performance, the region was restructured at the end of the first half resulting in cost savings in terms of both administrative and fee earning staff. These actions and focusing the UAE business on the expert witness market resulted in a profitable second half in this region.

*Underlying figures are stated before the share based payment charge and exceptional items (note 5).

Oman is the largest office in the region and it returned a respectable profit of 14.0% (2010: 17.2%) on revenues of £2.2m (2010: £2.2m). The Oman business primarily services numerous Oman government ministries acting as quantity surveyor and project manager on high value infrastructure and development schemes. This market is very stable and provided good visibility of workload and profitability during 2010 and into 2011 creating a solid foundation for the higher margin but less predictable dispute work in the business. Utilisation levels increased in the year by 4 percentage points to 88%.

The Dubai office now has no live project work and its revenue generation is solely based on the dispute market and primarily the expert witness market following the restructure and refocusing of the business at the end of the first half. There are a number of large scale disputes in the region that we secured appointments on in the second half of the financial year with continued opportunities for 2012. Due to the poor performance in the first half Dubai revenues dropped to £1.2m (2010: £1.5m) and recorded a loss of £0.01m (2010: profit of £0.09m).

Abu Dhabi continued to experience a significant reduction in workload resulting in a loss for the second year in succession. Revenue fell to £0.6m (2010: £1.0m) with a loss of £0.1m (2010: loss of £0.1m). We have some ongoing commitments on a small number of live projects but generally the focus will be on the dispute and expert witness markets as per Dubai and tight monitoring and control of anticipated costs versus revenue.

Qatar continued to show opportunity but with a degree of frustration as to the timing of the release of the major infrastructure projects by government. Nonetheless revenue increased by £0.3m to £0.5m (2010: £0.2m) although we recorded a marginal loss of £0.05m compared to a loss of £0.08m in 2010. We finished the year with a number of new clients in both the live project sector and the dispute sector together with some good opportunities moving in to 2012. Unlike UAE we believe there are numerous opportunities on live construction projects in Qatar however we are mindful of maintaining flexibility to react to the timing of their commencement.

Africa

Trading in Africa increased by 58% to £0.8m (2010: £0.5m). Whilst this is currently not particularly high in terms of revenue growth it is very encouraging when considered together with the outstanding proposals and pipeline of opportunity that was built up in 2011 and carried in to 2012 as opportunities. I expect some of these proposals to be secured in 2012 and a further significant increase in revenue in the year. Our key markets are PPP, disputes and project management / supervision and we ended the year with revenue and continuing opportunities in each of these markets. Our progress in the PPP market is particularly pleasing with the appointment on Dr Mukhari Hospital and the commercial joint venture agreement with Worley Parsons / Evans & Peck has so far developed a strong pipeline of further opportunity in the wider African market.

Outlook

I expect the business environment of the coming year to be much the same as 2011 with growth to come from Africa, Qatar, UK Power & Process sector and a continuing level of expert and litigation support on international disputes. Given our position in the UK construction market, where I believe our market share has strengthened last year, I expect a further year of stability in the UK particularly due to the infrastructure projects planned and underway as well as our aim to leverage Group wide services across existing clients. The UAE continues to be an area where continual focus will be required so as to ensure we maintain a cost base consistent with and supportable from projected revenues. Since the year end we divested the recruitment business of North Gate Executive Search Ltd to its management team in order to focus on the Group's core operations.

At the end of the first quarter for 2012 we have an encouraging level of budgeted revenue allocated on secured assignments and a strong pipeline of outstanding proposals. Areas with particularly strong secured assignments and pipelines are Africa, the Middle East and Driver Project Services in the UK.

We currently have visibility for the first quarter trading and this is toward the top end of management expectations. We therefore look forward to delivering for shareholders a good performance in the current year.

Dave Webster

Chief Executive Officer

DRIVER GROUP PLC

CONSOLIDATED INCOME STATEMENT

The result for the current and the prior year arises from the Group's continuing operations.

DRIVER GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

DRIVER GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

DRIVER GROUP PLC

CONSOLIDATED CASHFLOW STATEMENT

DRIVER GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

* Total equity attributable to the equity holders of the parent

(1) 'Other reserves' combines the translation reserve, capital redemption reserve and other reserves.

(2) The shortfall in balance between the exercise price of share options granted and the outstanding loan to the EBT is transferred from own shares to retained earnings over the vesting period.

NOTES:

1. The financial information set out in these Preliminary Results does not constitute the Company's statutory accounts for the year ended 30 September 2011 or the year ended 30 September 2010 but is derived from those accounts.

Statutory accounts for the year ended 30 September 2010 have been delivered to the Registrar of Companies, and those for the year ended 30 September 2011 will be delivered following the Company's Annual general Meeting. BDO LLP have reported on the 2011 and 2010 accounts. Their reports were unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain statements under section 498(2) or 498(3) of the Companies Act 2006.

2. Earnings per share

Adjusted earnings per share before exceptional items and the charge for share-based payments is 1.7p (2010: loss 1.2p).

The calculation of adjusted earnings per share is based on a profit of £427,000 (2010: loss £288,000). The profit after deducting exceptional items and the share-based payment charge is £228,000 (2010: loss £667,000). The basic and diluted weighted average number of shares in issue for the period was 24,678,771 (2010: 24,678,771).

3. Segmental analysis

For management purposes, the Group is organised into three operating divisions: Europe, Middle East and Africa. These divisions are the basis on which the Group is structured and managed, based on its geographic structure. In each of the divisions the key service provisions are: quantity surveying, planning / programming, quantum and planning experts, dispute avoidance / resolution, litigation support, contract administration, commercial advice / management and strategic project management.

Segment information about these reportable segments is presented below.

Year ended 30 September 2011

Year ended 30 September 2010

No client had revenue exceeding 10% of the Group's total revenue in the year to 30 September 2011 or 2010.

4. Geographical information:

5. Exceptional items

(1) During the year ended 30 September 2010 the Directors carried out an impairment review in accordance with IAS 36 as a result of specific concerns in relation to the value of one of the Group's fixed assets. This review identified the need for an impairment charge of £122,000 relating to the Group's Edinburgh freehold property, which has been recognised in the Consolidated Statement of Comprehensive Income. Subsequent to this review the property was sold for net disposal proceeds of £600,000, with no further loss on disposal arising. The Directors have identified no further evidence of impairment in relation to other Group assets.

(2) Severance costs include redundancy, ex-gratia, other discretionary payments and associated legal costs.

6. Copies of the Annual Report and Financial Statements

The Annual Report and Financial Statements will be sent to shareholders in due course.

Further copies will be available to the public, free of charge at the Company's registered office, 1 Norton Folgate, London, E1 6DB and on the Company's website, www.driver-group.com.

The Annual General Meeting will be held at Peter House, Oxford Street, Manchester, M1 5AN on Thursday 1 March 2012 commencing at 3:00pm.