Tribal Grp. Regulatory News (TRB)

21 Nov 2007 07:01

Tribal Group PLC21 November 2007 Tribal Group plc Interim results for the six months ended 30 September 2007 "...Encouraging improvement in performance with profits and earningssignificantly ahead..."Strone Macpherson, Chairman Highlights • Organic revenue growth of 12%• Adjusted profit before tax up 124% to £5.6m (2006: £2.5m)• Adjusted diluted EPS up 134% to 4.22p (2006:1.80p)• Interim dividend increased by 10% to 1.15p• Overall strong performance; weaker trading in resourcing• Strategy review concluded• Profit on disposal of Mercury Health of £27m• Net debt reduced substantially to £6.9m Financial summary: Normalised results Six months Six months ended ended 30 September 30 September 2007 2006 Turnover £120.4m £107.2m +12%Revenue £97.1m £86.9m +12%Adjusted operating profit £6.0m £4.4m +36%Adjusted operating margins 6.2% 5.1%Adjusted profit before tax £5.6m £2.5m +124%Adjusted diluted earnings per share 4.22p 1.80p +134%Operating profit to cash conversion 55% (17%)Proposed interim dividend 1.15p 1.05p +10% Note: Adjusted results are presented to provide a better indication of overallfinancial performance of the continuing operations and to reflect how thebusiness is managed and measured on a day-to-day basis. The adjusted operatingprofit excludes goodwill impairment of £9.0m (see below for details) (2006:£2.0m), intangible asset amortisation of £0.2m (2006: £0.2m), share option costsof £0.3m (2006: £0.2m). The adjusted profit before tax and diluted earnings pershare exclude the financial instrument charge of £nil (2006: £nil). Statutory results Six months Six months ended ended 30 September 30 September 2007 2006 Turnover £120.4m £107.2m +12%Revenue £97.1m £86.9m +12%Operating (loss)/profit (£3.4m) £2.0m(Loss)/profit before tax (£3.8m) £0.1mLoss after tax (£5.6m) (£0.5m)Basic loss per share (6.90)p (1.00)pProfit for the period £21.7m £0.9m Both the normalised and statutory results, with the exception of profit for theperiod are for continuing operations only and so exclude the discontinuedoperations of Mercury Health. For further information contact: Peter Martin Chief Executive Tribal Group plc Tel: 020 7323 7110 Simon Lawton Group Finance Director Tribal Group plc Tel: 020 7323 7110 Colin Browne/ Maitland Tel: 020 7379 5151Anthony Silverman A copy of the presentation on these results, to be made to analysts this morningat 9.30am, will be available on the Group's website. www.tribalgroup.co.uk,shortly afterwards. Chairman's statement The six month period to 30 September 2007 has seen an encouraging improvement inperformance with profits and earnings significantly ahead of the correspondingperiod last year. We are pleased by the level of organic revenue growth (12 per cent.) and therecovery in operating margins from 5.1 per cent. to 6.2 per cent. The periodalso saw the successful sale of Mercury Health, realising a profit of £27million and allowing us to reduce substantially our level of debt to £6.9million. Overall, our markets remain buoyant and we continue to see good demand for ourservices. Generally, our businesses have performed well, with particularlystrong performances from consulting and architectural services. However, ourresourcing business has suffered further margin erosion in its core advertisingbusiness as clients continue to move away from the use of traditional media tothe internet. Following the appointment of Peter Martin as Chief Executive in June 2007, wehave undertaken a review of the Group's core competencies, competitive strengthsand growth opportunities. Tribal has an extensive range of skills andcapabilities and deep knowledge of its chosen markets that together provide theGroup with a distinct competitive advantage. We have concluded that the Group iswell-placed to take advantage of opportunities to grow through the provision ofconsultancy, support and delivery services that improve the delivery of publicservices. The key elements of our future strategy will be: •A focus on our core markets of education, health, housing and regeneration, local government and central government; •Development of more integrated service offerings to meet the requirements of our clients; •A target of increasing the proportion of revenue from support and delivery to 60 per cent. of annual revenue by 2010; •Focused investment in key areas to take advantage of emerging opportunities; and •Small, selective acquisitions that support the strategic development of the Group. Over the next 12 months, we will be introducing measures to improveprofitability, including applying stricter commercial criteria to our newbusiness activity. We will also be developing systems and processes that willencourage greater collaboration and accelerate growth across the Group. As part of our review, we have given careful consideration to goodwill carryingvalues and, in the light of the trading weakness in our resourcing business, wehave taken an impairment charge of £9m in respect of this activity. Our financial goals are to drive significant earnings growth over themedium-term through double digit organic increases in annual revenue andprogressive improvement in operating margins. We will ensure that our operationshave the necessary investment and management resource to provide a robustplatform for growth in 2008 and beyond. The interim dividend is being raised by 10 per cent. to 1.15p. Tribal has theauthority to buy back its own shares and the Board regularly reviews the meritsof this course of action. As previously announced, we have taken the decision to change our year end to 31December. Our businesses have continued to enjoy good trading conditions inOctober and November and the Board remains confident that the results for thenine months to December 2007, before impairment charges, will be significantlyahead of the corresponding period last year. Strone MacphersonChairman 21 November 2007 Interim management report Chief Executive's statement Results for the six months ended 30 September 2007 We are pleased to report a strong overall set of results for the six monthsended 30 September 2007. The Group's revenue from continuing operations was up12 per cent. at £97.1m (2006: £86.9m), operating profit* increased by 36 percent. to £6.0m (2006: £4.4m) and the operating margin* improved to 6.2 per cent.(2006: 5.1 per cent.). Adjusted profit before tax* was up 124 per cent. at £5.6m(2006: £2.5m) and the adjusted diluted earnings per share* increased by 134 percent. to 4.2p (2006: 1.8p). The statutory loss before tax of £3.8m (2006: profit of £0.1m) is after animpairment charge of £9.0m (2006: £2.0m). Retained profit for the period was£21.7m (2006: £0.9m), reflecting the profit of £27m realised on the disposal ofMercury Health. Cash inflow from continuing operating activities for the six months to30 September 2007 was £3.3m before tax (2006: outflow £0.7m) representing anoperating profit* to cash conversion of 55 per cent. (2006: outflow 17% percent.). Net debt at 30 September 2007 was £6.9m (2006: £84.3m) representing gearing of 4per cent. Interest was covered 14 times by operating profit*. * The operating profit, operating margin, adjusted profit before tax andadjusted diluted earnings per share are stated before goodwill impairment of£9.0m (2006: £2.0m), intangible asset amortisation of £0.2m (2006: £0.2m), shareoption costs of £0.3m (2006: £0.2m) and, in the case of adjusted profit beforetax and adjusted diluted earnings per share, financial instrument charge of £nil(2006: £nil). Dividend The interim dividend is being increased by 10 per cent. to 1.15p per share(2006: 1.05p). This will be paid on 16 January 2008 to shareholders on theregister on 14 December 2007. Markets Overall, our markets have remained buoyant as evidenced by the double digitgrowth in revenue in the six months to 30 September 2007. Our core business isworking in partnership with our client organisations to improve the delivery ofpublic services. We remain confident that the scale of the Government's reformagenda, the changing role of public sector organisations, the drive for improvedstandards and the pressure to deliver better value for money will createincreasing demand for our services. The Comprehensive Spending Review announced on 9 October 2007 confirmed anoverall increase in public spending of 2.1 per cent. per annum in the period to2011, with education and health receiving above average awards of 5.6 per cent.and 4 per cent. per annum respectively. Whilst the overall level of spending onpublic services is important, Tribal's growth is principally determined by ourability to position ourselves to support the implementation of specificinitiatives. In education, our businesses are working to support the training and skillsagenda, offender learning programmes, schools inspections, the development ofnew academies and 'Building Schools for the Future'. In health, we have beenclosely involved in Connecting for Health (the national IT programme) andcapital investment projects across England and Wales and we have recently beenappointed to the new commissioning framework supporting the work of primary caretrusts. In housing and regeneration, we are providing services to the social andaffordable housing sector, urban regeneration projects and the builtenvironment. In local government, we are working with local authorities acrossthe country to fill capacity and capability gaps that are arising as theseorganisations face significant changes in their structure and role. Our work incentral government supports a wide range of departments as they implement theGovernment's priorities of improved delivery and productivity, more effectiveprocurement and commissioning and the introduction of shared services. Operating review Following the disposal of Mercury Health, we are reporting our results underthree business streams, Education, Consulting and Support services, in order toprovide a clearer focus on our underlying activities and to reflect ouroperating and management structure. Support services comprises ourcommunications and PR, architectural design and resourcing businesses. All threebusiness streams have increased revenue and operating profit* during the periodunder review. Note: the segmental operating profit and operating profit margin figures arestated in accordance with the business segment information in note 3. Education 6 months 6 months ended ended 30 September 30 September 2007 2006 £000 £000 Revenue 38,269 35,748Operating profit 4,361 4,327Operating profit margin 11.4% 12.1% Education revenues grew 7 per cent. in the period to £38.3m (2006: £35.7m),representing 39 per cent. of total group revenue. Operating margins reflectinvestment in new products and services and the increased competitiveenvironment for our software products. Tribal is one of the leading education businesses in the UK, providing a widerange of services that support the delivery of education and learning inschools, further and higher education and the wider community throughrelationships with adult learning organisations and private training providers.During the period, our three education businesses have continued to winsignificant new business. Our Learning and Publishing business is well-placed to address the Government'sagenda for skills and has developed strong relationships with key deliveryorganisations. In the past six months, we have won contracts worth over £5m todeliver literacy, language and numeracy programmes for the Quality ImprovementAgency and to develop the national strategy for adult numeracy for theDepartment for Innovation Universities and Skills (DIUS). In addition, we wonemployee skills training contracts from Ford Motor Company and the LondonBorough of Barking and Dagenham. As previously announced, we have acquired theoutstanding minority interest in Sportsvine, allowing us to accelerate theintegration of our publishing activities. Our core Software business of providing student administration systems hasperformed well, winning a number of new contracts including New College, Swindonand Highbury College in further education (FE) and the University of Nottinghamand Queen Mary University of London in higher education (HE). In HE, we are themarket leader. In work based learning, we remain the leading supplier and haveadded new clients such as South Tees Hospital NHS Trust, Whitbread Group and theJaguar and Land Rover Academy. We continue to develop new solutions both for ourexisting markets and new areas such as children's services. Our asset managementsoftware has won several new clients, including English Heritage and London Fireand Emergency Planning Authority, and our information management business haswon important new business with private sector organisations such as Total andMicrosoft and with public sector clients such as Transport for London. We arealso seeing increasing interest in our products from overseas. In Services, our core schools inspection contracts continued to perform wellduring the period. We were appointed to the new Department for Children, Schoolsand Families (DCSF) Academies framework and have subsequently won twosignificant project management contracts for academies in Birmingham. Ourbenchmarking services had a busy period that included winning a major nationalFE contract in New Zealand, launching an improved product in the UK and winningseveral new clients in the HE sector, including the University of East Anglia.We also made significant progress in Building Schools for the Future, both onthe client side and working with consortia. Consulting 6 months 6 months ended ended 30 September 30 September 2007 2006 £000 £000 Revenue 31,818 25,912Operating profit 2,237 1,536Operating profit margin 7.0% 5.9% Our consulting businesses had a very good start to the year with revenues up 23per cent. to £31.8m (2006: £25.9m), representing 33 per cent. of group revenue,and a considerable improvement on the disappointing results of last year.Operating profit increased by 46 per cent. to £2.2m (2006: £1.5m) and operatingmargins rose to 7.0 per cent. (2006: 5.9 per cent.). The performance reflectsthe importance of accessing and developing government framework contracts suchas Catalist. Our health business saw good demand for its services, particularly in growthareas such as health informatics, service improvement and organisationaldevelopment. We recently won important extensions to our contracts that supportthe national IT programme. During the period, we secured a major new frameworkcontract with the Department of Health, the Framework for External Support ofCommissioning (FESC). The new framework positions Tribal as a major player inone of our key growth markets and we are working on some early opportunities.Elsewhere, the practice is seeing success in exporting its services to countriessuch as the Republic of Ireland, and Qatar. We also won a number of newframework contracts with government organisations. We have now brought together our housing and regeneration businesses in order tobetter align Tribal's offering with the needs of our clients. The combinedpractice has continued to strengthen its market position in the social housingmarket, working with a wide range of clients implementing their housingtransfer, funding and development plans. We are also supporting new governmentinitiatives such as the merger of English Partnerships and the HousingCorporation and the 'First time buyer' initiative to tackle housingaffordability. Our regeneration business has continued to support a number ofdevelopment projects in England and Scotland. Our planning advisory practice isseeing buoyant market conditions and recently won a landmark planningapplication on behalf of Center Parcs for a new development in Bedfordshire. Our central government businesses continue to experience strong growth with thedevelopment of key NHS, Home Office and Foreign and Commonwealth accounts. Weare seeing significant opportunities to develop our procurement and supply chainofferings. We won places on the MoD and HM Revenue and Customs consultingframeworks and are exploring ways in which our specific skills and capabilitiescurrently deployed in central government can be extended into other sectors. Ourrate of growth is determined by our ability to recruit capable staff and we arevery pleased by the quality of people now joining our businesses. We see significant opportunities to develop our local government consultingpractice. We are currently restructuring the business to ensure we arepositioned to take advantage of market growth. We have made a new appointment ofa Group business development director for local government and we have alsorecently recruited one of the country's leading children's services directorswho will be supporting our initiatives in local government. Support services 6 months 6 months ended ended 30 September 30 September 2007 2006 £000 £000 Revenue 27,925 26,322Operating profit 2,386 1,697Operating profit margin 8.5% 6.4% Our support services businesses have increased revenue by 6 per cent. to £27.9m(2006: £26.3m), representing 28 per cent. of group revenue. Overall, operatingprofit increased by 41 per cent. to £2.4m (2006: £1.7m) with margins rising to8.5 per cent. (2006: 6.4 per cent.). The profit outturn was buoyed by the £1.25mof fees earned for reaching financial close on the Peterborough PFI hospitalproject in July. Our architectural design practice has performed particularly well during theperiod. Besides the Peterborough PFI hospital, we reached financial close onanother significant PFI hospital scheme in North Middlesex. We are also workingon a wide range of other health projects and see significant opportunities togrow, particularly in Wales where we are members of one of only three consortiain a £1.8bn health framework. The significant capital investment in the furthereducation sector continues to provide opportunities and we have won a number ofimportant new assignments including Bedford College and Liverpool City Council.We are implementing our expansion plans with the opening of a Belfast office andthe extension of our business in South Africa. Our communications and PR business has had a strong six months, securing somesignificant work from central government and corporate clients. We achievedconsiderable organic growth from existing client accounts in terms of extendedcontracts and additional spend and also had success in winning new business fromgovernment departments and agencies. The market for our resourcing business has seen a further marked shift toon-line media, a significant reduction in senior vacancies year-on-year andincreased competition. This challenging trading environment has significantlyimpaired profitability beyond the level we anticipated previously. We have hadto make further staff reductions and review our cost structure and competitivestrengths. We have developed and are executing a plan to improve margins and weexpect results to improve in 2008 with a stronger management structure andincreasing demand for our new service offerings in interim management,recruitment process outsourcing and e-resourcing. Despite the actions takenduring the period, a detailed review of the carrying value of goodwill hashighlighted the impact of the structural and competitive changes in the sectorand so we have therefore concluded that an impairment charge of £9m should berecorded. Strategy review During the past few months, we have undertaken a review of the Group's corecompetencies, competitive strengths and market opportunities. In summary, thekey outcomes of the review are as follows: • Tribal's core business is improving the delivery of public services; • We will primarily focus on the significant opportunities for growth in our existing markets of education, health, housing and regeneration, local government and central government; • The Group will offer a range of services spanning consulting, support and delivery; • We will be looking to increase the proportion of revenue from support and delivery in order to raise progressively the level of committed income to 60 per cent. of annual revenue by 2010 (circa 40% in 2007); • Our businesses will increasingly focus on intra-group collaboration in order to deliver integrated service offerings for our clients and to maximise the revenue potential of our client base; and • We will selectively market our services to take advantage of opportunities in the private sector and overseas. Growth strategy The Group's principal financial targets are to generate double digit organicincreases in annual revenue and to raise progressively operating margins inorder to drive significant growth in earnings. The Group will look to increaserevenue and profits in the following ways: • Ensuring that we focus our development efforts on key government initiatives; • A rigorous approach to new business to ensure that resources are deployed effectively and opportunities are properly qualified; • A re-engineering of our pricing and delivery model to ensure that acceptable margins are achieved across all businesses; • Focused investment in key areas to take advantage of emerging opportunities; • Organic expansion of our core businesses; and • Selective acquisitions that support the strategic development of the Group. Education Annual revenue of circa £90m. The key elements of our education strategy are asfollows: • Continued investment in our student administration systems to generate organic growth in our core markets and to allow development into related areas such as children's services. In 2008, we will be investing approximately £1.7m in software development. We will also be selectively targeting international opportunities, particularly in higher education; • Acquisition of strategically complementary software and other education and learning businesses that will enable us to provide clients with increasingly comprehensive solutions; • Development of integrated service offerings to address key initiatives such as city academies, 'Building Schools for the Future' and the skills agenda; • Establishing a strong competitive proposal to take advantage of the next wave of large-scale offender learning outsourcing contracts that will be tendered in 2009 (the total value of the opportunity is estimated to be in excess of £35m over three years); and • Diversification of our inspections business both in the UK and overseas and the development of a strong proposition to ensure retention of a significant market share when the existing Ofsted contracts are re-tendered in 2009. Consulting Annual revenue of circa £60m. The key features of our consulting strategy are asfollows: • A strong focus on gaining and retaining access to framework agreements. These agreements are increasingly the principal gateway to public sector consulting assignments (for example, we recently won a place on the HMRC consulting, MOD technical support and the DIUS frameworks); • Development of strong 'horizontal' service capabilities in areas such as procurement, supply chain, performance management and IT strategy to complement our 'vertical' market expertise; • Organic growth through the continuing recruitment of high quality consultants; • Rigorous review of our business model to ensure that we generate consistently high margins; and • Investment in developing a strong commissioning capability to support emerging opportunities in health. We will be investing approximately £0.5m in 2008 to take advantage of anticipated commissioning opportunities that collectively are expected to be worth several million pounds a year. Support services Annual revenue of circa £45m. In each of our three areas of operation, we seeopportunities to grow and develop as follows: • Our communications business will focus on organic growth, expanding the range of services that it offers and ensuring that we are represented on an increasing number of framework agreements for public sector PR work; • Our architectural design business is now the largest in the UK specialising in health, education and science and is well placed to take advantage of the continuing investment in public sector infrastructure. For example, in further education, approximately £5bn will be invested in capital projects over the next five years. We will also be seeking acquisitions in order to develop a more broadly-based design business. • Our resourcing business will continue to refocus its operations to take account of the maturity of its core advertising market. There are significant opportunities to develop its newer areas of activity, particularly recruitment process outsourcing, and focused investment will be made in these initiatives in order to drive future growth. People The Group now employs 2,000 staff and our success is a reflection of the hardwork and commitment of all our employees. I would like to take this opportunityto thank them for their contribution. I am very pleased to announce thatVirginia Rothwell has joined our executive management team as Group HR Director.Virginia has held a number of senior HR posts during a highly successful careerat BT. She will be working with me to develop the leadership of the Group and toestablish attractive recruitment and retention policies. Risks and uncertainties As required under IAS 34 'Interim reporting' and the new UKLA Disclosure andTransparency rules ('DTR'), the Board is providing a description of theprincipal risks and uncertainties for the remainder of the accounting period. The Board considers risk assessment, identification of mitigating actions andinternal controls to be fundamental to achieving the Group's strategicobjectives. The principal risks that the Group manages are as follows: •Reputational risk•Changes in government policy and spending•Operational risks - competition, pricing policy•Financial risks - funding, credit risk, interest rate risk. Our risk management policies are more fully documented in the Group's annualreport and accounts for the year ended 31 March 2007. A further factor to report under the DTR is that the Group has changed its yearend to 31 December and will be reporting results for the nine months to 31December 2007. Since the Group's formation, trading has been very seasonallyweighted to the second half of its financial year to 31 March due to governmentspending patterns. Accordingly, there is a degree of uncertainty over the impactthe change to a December period end may have on the Group's performance over theremaining three months of the current financial period. Prospects Trading conditions have remained favourable across the Group during October andNovember and the forward order book of the Group now stands at £133m (2006:£112m). The Board is confident that the Group's performance in the nine monthperiod to 31 December 2007, before impairment charges, will be significantlyahead of the corresponding period last year. We believe that successful execution of our strategy will deliver significantmedium-term growth in earnings. Our principal financial goals are to achievedouble digit increases in annual revenue and a progressive improvement inoperating margins. We are currently working to ensure that all of the Group'sbusinesses have the required investment and management resources to realisetheir growth plans. The Board believes that this investment in people, systemsand new and enhanced services will allow the Group to make good progress in 2008and provide a robust platform for accelerated growth in 2009 and 2010. Peter MartinChief Executive 21 November 2007 Condensed consolidated income statementFor the six months to 30 September 2007 Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 Note £000 £000 £000 Continuing operations Turnover 120,419 107,182 234,462 Direct agency costs (23,330) (20,265) (40,406) ---------- ---------- ----------Revenue 3 97,089 86,917 194,056 Cost of sales (57,953) (54,976) (114,633) ---------- ---------- ----------- Gross profit 39,136 31,941 79,423 Administrative expenses beforeamortisation of IFRS 3 intangibles, (33,103) (27,567) (64,957)goodwill impairment and share ---------- ---------- ----------option costs Operating profit beforeamortisation of IFRS 3intangibles, goodwill impairment 3 6,033 4,374 14,466and shareoption costsAmortisation of IFRS 3 intangibles (160) (160) (320)Goodwill impairment 4 (9,000) (2,000) (14,429)Share option costs (271) (171) (4) Total administrative expenses (42,534) (29,898) (79,710) ---------- ---------- ---------- Operating (loss)/profit (3,398) 2,043 (287) Investment revenues 5 1,017 549 1,225Finance costs 6 (1,443) (2,446) (5,279) --------- --------- --------- (Loss)/profit before tax (3,824) 146 (4,341)Tax 7 (1,744) (611) (2,846) --------- ------- ---------Loss after tax from continuing (5,568) (465) (7,187)operations Discontinued operations Profit/(loss) from discontinued 8 27,254 1,346 (1,421)operations -------- ------- --------- Profit/(loss) for the period 21,686 881 (8,608) -------- ----- --------- Attributable to:-Equity holders of the parent 21,412 544 (9,379)Minority interest 274 337 771 -------- ----- --------- 21,686 881 (8,608) -------- ----- --------- Condensed consolidated income statement (continued)For the six months to 30 September 2007 Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 NoteEarnings/(loss) per shareFrom continuing and discontinuedoperations Basic 9 25.27p 0.67p (11.5)pDiluted 9 25.24p 0.65p (11.5)p Adjusted basic before amortisationof IFRS 3intangibles, goodwill impairment,shareoption costs, profit on disposal ofMercury 9 4.27p 3.52p 10.4pHealth, Mercury Health disposalcosts andfinancial instrument charge/(credit) Adjusted diluted before amortisationof IFRS 3intangibles, goodwill impairment,shareoption costs, profit on disposal ofMercury 9 4.26p 3.39p 10.3pHealth, Mercury Health disposalcosts andfinancial instrument charge/(credit) From continuing operations Basic 9 (6.90)p (1.00)p (9.8)pDiluted 9 (6.90)p (1.00)p (9.8)p Adjusted basic before amortisationof IFRS3intangibles, goodwill impairment,share 9 4.22p 1.88p 8.1poption costs and financialinstrumentcharge/(credit) Adjusted diluted before amortisationof IFRS3intangibles, goodwill impairment,share 9 4.22p 1.80p 8.0poption costs and financialinstrumentcharge/(credit) Condensed consolidated balance sheetAt 30 September 2007 30 Sept 30 Sept 31 March 2007 2006 2007 Note £000 £000 £000 Non-current assetsGoodwill 183,086 204,950 192,099Other intangible assets 3,894 3,407 3,786Property, plant and equipment 11 7,356 46,000 45,056Investments 155 150 149Amounts recoverable on contracts - 7,266 11,833Deferred tax assets 1,429 823 772 --------- --------- --------- 195,920 262,596 253,695 --------- --------- --------- Current assetsInventories 1,508 1,453 1,298Trade and other receivables 12 59,323 55,356 63,205Amounts recoverable on contracts 288 2,583 2,840Cash and cash equivalents 15,293 16,264 33,483Collateralised cash 199 1,131 949 --------- --------- --------- 76,611 76,787 101,775 -------- -------- ---------Total assets 272,531 339,383 355,470 -------- -------- --------- Current liabilitiesTrade and other payables 13 (63,590) (62,795) (81,499)Tax liabilities (4,942) (2,754) (2,742)Obligations under finance leases (5) (91) (98)Bank loans and loan notes (337) (1,690) (5,530)Provisions 14 (706) (150) (450)Shares to be issued - (5,304) (489) -------- -------- --------- (69,580) (72,784) (90,808) -------- -------- --------- Net current assets 7,031 4,003 10,967 ------- ------- -------- Non-current liabilitiesBank loans (22,076) (99,500) (102,307)Pension liabilities 15 (1,260) (1,977) (1,436)Deferred tax liabilities (1,260) (1,034) (2,358)Obligations under finance leases (2) (378) (327)Shares to be issued - (973) - -------- -------- --------- (24,598) (103,862) (106,428) -------- -------- --------- Total liabilities (94,178) (176,646) (197,236) -------- -------- --------- Net assets 178,353 162,737 158,234 -------- ----- --------- EquityShare capital 4,239 4,073 4,234Share premium account 74,750 81,749 74,633Other reserves 67,714 62,307 67,823Retained earnings 29,786 13,396 9,941 -------- -------- ------- Equity attributable to equity holdersof 16 176,489 161,525 156,631the parent Minority interest 1,864 1,212 1,603 --------- --------- ---------Total equity 178,353 162,737 158,234 --------- --------- ---------- Condensed consolidated statement of recognised income and expenseFor the six months to 30 September 2007 Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 £000 £000 £000 Actuarial gain on defined benefit plans - - 436Transfer to cash flow hedge reserve (48) 472 1,194Deferred tax 10 (141) (489) -------- -------- ---------Net (expense)/income recognised directly toequity (38) 331 1,141Profit/(loss) for the period 21,686 881 (8,608) -------- -------- --------- Total recognised income and expense for theperiod 21,648 1,212 (7,467) -------- -------- --------- Attributable to:Equity holders of the parent 21,374 875 (8,238)Minority interest 274 337 771 -------- -------- --------- 21,648 1,212 (7,467) -------- -------- --------- Condensed consolidated cash flow statementFor the six months to 30 September 2007 Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 Note £000 £000 £000 Net cash from operating activities 17 1,854 2,514 24,280 -------- -------- ---------Investing activitiesInterest received 919 197 1,873Proceeds on disposal to minorities 159 1 2Disposal of subsidiary 36,251 - -Proceeds on disposal of property, 236 28 213plant andequipmentPurchases of property, plant and (1,926) (8,865) (12,196)equipmentExpenditure on product development (942) (612) (1,564)Acquisitions (204) (275) (556)Purchase of trading investments (6) - - -------- -------- --------- Net cash inflow/(outflow) frominvesting 34,487 (9,526) (12,228)activities -------- --------- ---------- Financing activities Interest paid (1,336) (2,216) (7,905)Equity dividend paid - - (2,685)Dividends to minorities (100) - (95)Issue of shares 122 515 487Repayment of borrowings (53,966) (1,217) (2,352)Repayments of obligations under (1) (39) (83)finance leasesNew bank loans - 2,944 10,576Movements in collateralised cash 750 261 443Purchase of own shares - (122) (105)Loan to third party repaid - 535 535 -------- -------- --------- Net cash (used in)/from financing (54,531) 661 (1,184)activities --------- ------- --------- Net (decrease)/increase in cash andcash (18,190) (6,351) 10,868equivalents Cash and cash equivalents atbeginning of 33,483 22,615 22,615period -------- -------- -------- Cash and cash equivalents at end of 18 15,293 16,264 33,483period -------- -------- -------- Notes to the condensed consolidated financial information for the six monthsended 30 September 2007 1 General information The condensed consolidated financial information for the six months ended 30September 2007 was approved by the Board of Directors on 21 November 2007. The information for the year ended 31 March 2007 does not comprise statutoryaccounts within the meaning of Section 240 of the Companies Act 1985. A copy ofthe statutory accounts for the year ended 31 March 2007 has been filed with theRegistrar of Companies. The auditors' report on those accounts was not qualifiedand did not contain statements under section 237 (2) or (3) of the Companies Act1985. 2 Accounting policies The condensed consolidated financial information for the six months ended 30September 2007 has been prepared using accounting policies consistent withInternational Financial Reporting Standards (IFRS) and in accordance with IAS 34'Interim Financial Reporting'. The same accounting policies, presentation and methods of computation arefollowed in the condensed consolidated financial information as applied in theGroup's latest annual audited financial statements. Change in accounting policies In the current period, the Group will adopt IFRS 7 'Financial Instruments:Disclosures' for the first time. As IFRS 7 is a disclosure standard, there is noimpact of that change in accounting policy on the half-yearly financial report.Full details of the change will be disclosed in our report for the nine monthsended 31 December 2007. 3 Segmental analysis The Group is currently organised into three business segments - Consulting,Education and Support services. Principal activities are as follows: Consulting one of the largest consulting businesses operating in the public- sector providing a broad range of management consultancy services. Education one of the largest providers of education services to the public- sector including software, managed services, school inspection services, consultancy, benchmarking, publishing and training. Support support services businesses largely operate in the public sectorservices providing a range of PR and communications, resourcing and property- services. The Group previously included Mercury Health, a healthcare delivery business asa separate segment - that operation was discontinued with effect from 20 April2007 (see note 8). As part of the business review, following the disposal ofMercury Health, the Group has realigned its reporting structure, splitting outpart of its Consulting segment into a separate Support services segment.Accordingly, the business segment information for the year ended 31 March 2007and the six months ended 30 September 2006 has been restated to show the currentbusiness segment structure. As a result, there has been an adjustment tointer-segment sales. 3 Segmental analysis (continued) Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 £000 £000 £000 Revenue Consulting 31,818 25,912 63,040Education 38,269 35,748 78,700Support services 27,925 26,322 54,917Inter segment (923) (1,065) (2,601) ------- --------- ---------Continuing operations 97,089 86,917 194,056 Discontinued operations (Mercury Health) 2,346 17,576 37,795 ------- -------- -------- Total revenue 99,435 104,493 231,851 -------- --------- --------- Operating profit before amortisation ofIFRS 3 intangibles, goodwill impairment andshare option costs Consulting 2,237 1,536 2,953Education 4,361 4,327 14,102Support services 2,386 1,697 3,844Unallocated corporate expenses (2,951) (3,186) (6,433) --------- --------- ---------Continuing operations 6,033 4,374 14,466 Discontinued operations (Mercury Health) 186 1,795 3,785 -------- ------- ------- Total operating profit before amortisation ofIFRS 3 intangibles, goodwill impairment and 6,219 6,169 18,251share option costs ------- ------- -------- 4 Goodwill impairment The Group tests goodwill annually for impairment or more frequently if there areindications that goodwill might be impaired. Following the disappointing performance of the Resourcing business stream in thesix months ended 30 September 2007, due to a significant decline in localgovernment recruitment spend, reduced recruitment advertising spend and pressureon advertising margins, a review of the goodwill carrying value has resulted inan impairment charge of £9.0m (2006: £2.0m) being provided. 5 Investment revenues Continuing operations Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 £000 £000 £000 Interest on bank deposits 919 373 810Gain arising on derivatives 98 176 415 1,017 549 1,225 6 Finance costs Continuing operations Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 £000 £000 £000 Finance chargesInterest on bank overdrafts and loans 1,260 2,223 4,894Interest on loan notes 23 31 66Interest on obligations under finance - - 1leasesNet finance cost of retirement benefitobligations 15 13 30 ------- ------ ------Total borrowing costs 1,298 2,267 4,991 Financial instrumentsLoss arising on derivatives 134 45 124Discounting charge for deferredconsideration 11 134 164 ------- ------ ------ 145 179 288 ------- ------ ------ 1,443 2,446 5,279 ------- ------ ------ 7 Tax Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 £000 £000 £000 Continuing operations Current taxUK corporation tax 1,536 659 3,282Adjustments in respect of prior years (8) - (828) ------- ------ ------ 1,528 659 2,454Deferred taxCurrent year 216 (48) 392 ------- ------ ------Tax charge 1,744 611 2,846 ------- ------ ------ Discontinued operations Current taxUK corporation tax - 366 130Adjustments in respect of prior years - (1,095) (1,095) ------- ------ ------ - (729) (965)Deferred taxCurrent year - - 589 Tax credit - (729) (376) ------- ------ ------ 8 Discontinued operationsThe Group disposed of its healthcare delivery business, Mercury Health, to CareUK on 20 April 2007; its results are presented in this condensed half-yearlyfinancial information as discontinued operations. The gross sale proceeds were£76.2m, which after deduction of net debt of £15.8m and disposal costs of £4.9mequates to net cash consideration of £55.5m. Details of net assets disposed and disposal proceeds are as follows: £000 Non-current assets: Property, plant and equipment 37,567 Amounts recoverable on contracts 11,833 Other non-current assets 219Current assets 9,516Cash and cash equivalents 16,646Current liabilities (13,436)Share option reserve 7Equity reserve 249Deferred tax liabilities (1,961)Bank loans (32,398) --------Net assets disposed 28,242Profit on disposal 27,217 --------Consideration 55,459 -------- Net cash flow arising from disposal £000 Cash consideration 55,459Cash disposed (16,646)Payment of prior period liabilities (2,562) --------Cash inflow from disposal 36,251 -------- The results of the discontinued operations which have been included in thecondensed consolidated income statement were as follows: Period Six months Year ended ended ended 20 April 30 Sept 31 March 2007 2006 2007 £000 £000 £000 Revenue 2,346 17,576 37,795 -------- -------- -------- Operating profit before share option costsand disposal costs 186 1,795 3,785Share option costs and disposal costs - (6) (3,306) -------- -------- --------Operating profit 186 1,789 479Net finance costs (149) (1,172) (2,276) -------- -------- --------Profit/(loss) before tax 37 617 (1,797)Attributable tax credit - 729 376Profit on disposal of discontinued operations 27,217 - - -------- -------- --------Net profit/(loss) attributable todiscontinued 27,254 1,346 (1,421)operations -------- -------- --------Operating cash flows for discontinuedoperations (2,132) 5,825 10,274Investing cash flows for discontinuedoperations 35,834 (7,512) (9,086)Financing cash flows for discontinuedoperations (149) 2,979 10,010 -------- -------- --------Total cash flows 33,553 1,292 11,198 -------- -------- -------- A profit of £27.2m arose on the disposal of Mercury Health, being the netproceeds of disposal less the carrying amount of the subsidiary's net assets. Itis not anticipated that any tax will be payable on this profit as the directorsbelieve that the substantial shareholder exemption will apply. Accordingly noprovision has been made. 9 Earnings per share Earnings per share and diluted earnings per share are calculated by reference toa weighted average number of ordinary shares calculated as follows: Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 thousands thousands thousands Basic weighted average number of shares inissue 84,725 80,595 81,889Employee share options 88 285 176Shares to be issued in respect of deferredconsideration - 3,008 410 -------- -------- -------- Weighted average number of diluted sharesoutstanding 84,813 83,888 82,475 -------- -------- -------- From continuing and 30 September 2007 30 September 2006 31 March 2007discoutinued operations Earnings Earnings Earnings Earnings Earnings Earnings £000 per share £000 per share £000 per share pence pence penceBasic and adjusted basic earnings per share:-Profit and basicearnings per share 21,412 25.27p 544 0.67p (9,379) (11.5)p Adjustments: Goodwill impairment 9,000 10.62p 2,000 2.48p 14,429 17.6pAmortisation of IFRS 3intangibles (net of tax) 115 0.14p 102 0.13p 224 0.3pShare option costs 271 0.32p 177 0.22p 10 -Profit on disposal ofMercury Health (27,217) (32.12)p - - - -Mercury Health disposal costs - - - - 3,300 4.0pFinancial instrumentscharge/(credit)(net of tax) 36 0.04p 20 0.02p (91) - ------- ------- ------ ------ ------ ------ Adjusted earnings andadjusted basicearnings per share 3,617 4.27p 2,843 3.52p 8,493 10.4p ------- ------ ------ ------ ------ ------ Diluted and adjusteddiluted earnings pershare:-Profit and dilutedearnings per share 21,412 25.24p 544 0.65p (9,379) (11.5)pAdjustments:Goodwill impairment 9,000 10.61p 2,000 2.39p 14,429 17.5pAmortisation of IFRS 3intangibles(net of tax) 115 0.14p 102 0.12p 224 0.3pShare option costs 271 0.32p 177 0.21p 10 -Profit on disposal ofMercury Health (27,217) (32.09)p - - - -Mercury Health disposal costs - - - - 3,300 4.0pFinancial instrumentscharge/(credit) (net of tax) 36 0.04p 20 0.02p (91) - ------- ------- ------ ------ ------ ------ Adjusted earnings andadjusted diluted earnings per share 3,617 4.26p 2,843 3.39p 8,493 10.3p ------- ------- ------ ------ ------ ------ The adjusted basic and adjusted diluted earnings per share figure shown on theprofit and loss account is included as the directors believe that it provides abetter understanding of the underlying trading performance of the Group. From continuing 30 September 2007 30 September 2006 31 March 2007operations Earnings Earnings Earnings Earnings Earnings Earnings £000 per share £000 per share £000 per share pence pence penceBasic and adjustedbasic earnings pershare:-Loss and basic loss per share (5,842) (6.90)p (802) (1.00)p (7,958) (9.8)p Adjustments:Goodwill impairment 9,000 10.62p 2,000 2.48p 14,429 17.6pAmortisation of IFRS 3intangibles (net of tax) 115 0.14p 102 0.13p 224 0.3pShare option costs 271 0.32p 171 0.22p 4 -Financialinstrumentscharge/(credit)(net of tax) 36 0.04p 42 0.05p (40) - ------ ------ ------ ------ ------ ------Adjusted earnings andadjusted basic earnings per share 3,580 4.22p 1,513 1.88p 6,659 8.1p ------ ------ ------ ------ ------ ------ Diluted and adjusteddiluted earnings pershare:-Loss and diluted lossper share (5,842) (6.90)p (802) (1.00)p (7,958) (9.8)pAdjustments:IAS 33 adjustment * - 0.01p - 0.04p - -Goodwill impairment 9,000 10.61p 2,000 2.38p 14,429 17.5pAmortisation of IFRS 3intangibles(net of tax) 115 0.14p 102 0.12p 224 0.3pShare option costs 271 0.32p 171 0.21p 4 -Financial instrumentscharge/(credit)(net of tax) 36 0.04p 42 0.05p (40) - ------ ------ ------ ------ ------ ------ Adjusted earnings andadjusted dilutedearnings per share 3,580 4.22p 1,513 1.80p 6,659 8.0p ------ ------ ------ ------ ------ ------ * IAS 33 requires presentation of diluted earnings per share when a companycould be called upon to issue shares that would decrease net profit or increasenet loss per share. For a loss making company, net loss per share would only beincreased by the exercise of out-of-money options. 10 Dividends The Board has proposed an interim dividend of 1.15 pence per share (2006: 1.05pence per share), which will absorb £975,000 (2006: £880,000). The proposed interim dividend was approved by the Board on 21 November 2007 andhas not been included as a liability as at 30 September 2007. The dividend ispayable on 16 January 2008 to ordinary shareholders who are on the register on14 December 2007. The shares will be quoted ex-dividend on 12 December 2007. 11 Property, plant and equipment £000 Opening net book value at 1 April 2007 45,056Additions 1,575Disposals (149)Disposal of subsidiary (37,567)Depreciation (1,559) -------Closing net book value at 30 September 2007 7,356 ------- During the period, the Group invested mainly in enhancing and replacing itsinformation technology infrastructure. 12 Trade and other receivables 30 Sept 30 Sept 31 March 2007 2006 2007 £000 £000 £000 Trade receivables 34,747 33,139 48,363Other receivables 575 933 725Prepayments and accrued income 23,540 21,065 13,100Fair value of interest rate swaps 461 219 1,017 --------- --------- -------- 59,323 55,356 63,205 --------- --------- -------- 13 Trade and other payables 30 Sept 30 Sept 31 March 2007 2006 2007 £000 £000 £000 Trade payables 16,495 17,467 24,046Other taxation and social security 8,402 8,551 11,734Other payables 7,653 3,820 4,251Accruals and deferred income 30,494 32,808 41,468Deferred cash consideration 546 149 - --------- --------- -------- 63,590 62,795 81,499 --------- --------- -------- 14 Provisions As at 30 September 2007, there were provisions of £706,000 (30 September 2006:£150,000; 31 March 2007: £450,000). Provisions represent an estimate of the costof settling potential litigation claims. These claims are expected to beresolved within one year and are therefore shown within current liabilities.Further details are contained in note 20. 15 Defined benefit schemes One of the Group's subsidiary undertakings, Tribal Technology Limited,participates in the TfL Pension Fund. Another subsidiary, SDP RegenerationServices 2 Limited, participates in the LPFA Pension Fund. Both are definedbenefit arrangements. The net pension liability has not been recalculated at 30 September 2007. Therehave not been any significant fluctuations or one-time events since 31 March2007 that would require adjustment to the actuarial assumptions made at thatdate. The Group has however made total additional contributions of £0.2m in theperiod to fund the existing pension deficit. This amount has been recognised in the condensed consolidated balance sheet. 16 Movements in equity Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 £000 £000 £000 Recognised income and expense for the 21,374 875 (8,238)periodDividends payable (2,031) (1,812) (2,692) ------- ------- ------- 19,343 (937) (10,930) Shares issued 122 2,468 7,717Share option exercises - (949) (949)Own shares disposed/(acquired) 122 (122) (105)Credit in relation to share based payment 271 177 10Opening equity 156,631 160,888 160,888 ------- ------- ------- 176,489 161,525 156,631 ------- ------- ------- During the six months ended 30 September 2007, 87,992 ordinary 5p shares with anaggregate nominal value of £5,000 were issued under share option schemes for atotal consideration of £122,000. 17 Note to the cash flow statement Reconciliation of operating profit to operating cash flows Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 £000 £000 £000 Operating (loss)/profit from continuingoperations (3,398) 2,043 (287)Profit from discontinued operations 186 1,789 479Depreciation of property, plant and 1,493 2,600 5,356equipmentAmortisation of development expenditure 674 261 869Amortisation of intangible assets 160 160 320Impairment of goodwill 9,000 2,000 14,429Net pension (credit)/charge (27) 7 (105)Gain on disposal of property, plant and (87) (24) (133)equipmentGain on sale of investments (68) - -Share based payments 271 177 10(Increase)/decrease in amounts recoverableon contracts (21) 560 (4,041)(Increase)/decrease in inventories (475) 532 (168)(Increase)/decrease in receivables (2,442) 2,723 (4,724)(Decrease)/increase in payables (4,339) (7,735) 16,118Increase in provisions 256 - 300 ------- ------- ------- Net cash from operating activities before 1,183 5,093 28,423tax Tax repaid/(paid) 671 (2,579) (4,143) ------- ------- ------- Net cash from operating activities 1,854 2,514 24,280 ------- ------- ------- Net cash from operating activities before tax can beanalysed as follows: £000 £000 £000 Continuing operations 3,315 (732) 18,149Discontinued operations (2,132) 5,825 10,274 ------- ------- ------ 1,183 5,093 28,423 ------- ------- ------ 18 Analysis of net debt Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 £000 £000 £000 Cash at bank and in hand 15,293 16,264 33,483Cash collateralised 199 1,131 949 -------- -------- --------Gross cash 15,492 17,395 34,432 -------- -------- -------- Short term loans (337) (1,690) (1,455)Syndicated bank facility (net of bankarrangement fees) (22,076) (72,491) (72,676)Non-recourse bank facility (net of bankarrangement fees) - (25,284) (31,481)Mercury Health asset finance facility - - (500)Share option facility - (1,725) (1,725)Finance leases (7) (469) (425) -------- -------- --------Gross debt (22,420) (101,659) (108,262) -------- -------- -------- Net debt (6,928) (84,264) (73,830) -------- -------- -------- The proceeds from the disposal of Mercury Health were used to pay down theGroup's net debt and the non-recourse bank facility was transferred with theMercury Health business. Following the disposal, the Group no longer required its existing level ofbanking facility and the high costs associated with the non-utilised portion. On14 June 2007, the Group agreed a new £40m senior debt banking facility until2012. Under the terms of the facility, £40m is available under a fullyfluctuating revolving credit facility, which can in part be transferred into aperformance bond facility as required. The previous £180m facility, togetherwith the share option facility of £5m, has been cancelled. 19 Post balance sheet event On 16 October 2007, the Group acquired the remaining 49% minority shareholdingin Sportsvine Holdings Limited for a maximum total consideration of £6.0m. £1.5mconsideration was paid in cash on that date with the balance of theconsideration, subject to the future performance of that business, deferreduntil May 2008. 20 Contingent liabilities As reported at March 2007, the Group has received notification of potentialclaims, as set out below. In all cases the claims are being investigated by ourlawyers and are being robustly contested as to both liability and quantum. Theprincipal claims are: • breach of contract arising out of the provision of services to a further education college; • the return of funding received for the provision of learning assessment and delivery for job seekers; • claim for negligence in the treatment of a development contract as part of a transfer of council housing stock. A provision of £706,000 (30 September 2006: £150,000, 31 March 2007: £450,000)has been made for defending the potential claims, where appropriate. These claims are expected to be resolved within one year and are therefore shownwithin current liabilities. The provision made is management's best estimate ofthe Group's liability based on past experience, commercial judgement and legaladvice. There is no expected reimbursement for any economic outflow that may berequired. There are two parent company guarantees (PCGs) given by the Company relating toleases of Mercury Health properties that were not released at the time of thesale of Mercury Health to Care UK. These have an aggregate annual commitment ofapproximately £0.4m over the outstanding term of approximately 17 years. Care UKand Tribal Group have a formal agreement whereby Care UK shall use its bestendeavours to obtain full release of the PCGs on a timely basis. It is expectedthat releases will be obtained during the course of the current accountingperiod. Tribal Group plc Responsibility statement We confirm that to the best of our knowledge: (a)the condensed set of financial statements has been prepared inaccordance with IAS 34; (b)the interim management report includes a fair review of the informationrequired by DTR 4.2.7R (indication of important events during the first sixmonths and description of principal risks and uncertainties for the remainingthree months of the accounting period); and (c)the interim management report includes a fair review of the informationrequired by DTR 4.2.8R (disclosure of related party transactions and changestherein). By order of the Board Peter J Martin Simon M LawtonChief Executive Group Finance Director21 November 2007 Independent review report to Tribal Group plc We have been engaged by the company to review the condensed set of financialstatements in the half-yearly financial report for the six months ended 30September 2007 which comprises the consolidated income statement, theconsolidated balance sheet, the consolidated statement of recognised income andexpense, the consolidated cash flow statement and related notes 1 to 20. We haveread the other information contained in the half-yearly financial report andconsidered whether it contains any apparent misstatements or materialinconsistencies with the information in the condensed set of financialstatements. This report is made solely to the group in accordance with InternationalStandard on Review Engagements 2410 issued by the Auditing Practices Board. Ourwork has been undertaken so that we might state to the Group those matters weare required to state to them in an independent review report and for no otherpurpose. To the fullest extent permitted by law, we do not accept or assumeresponsibility to anyone other than the Group, for our review work, for thisreport, or for the conclusions we have formed. Directors' responsibilities The half-yearly financial report is the responsibility of, and has been approvedby, the directors. The directors are responsible for preparing the half-yearlyfinancial report in accordance with the Disclosure and Transparency Rules of theUnited Kingdoms' Financial Services Authority. As disclosed in note 2, the annual financial statements of the Group areprepared in accordance with IFRSs as adopted by the European Union. Thecondensed set of financial statements included in this half-yearly financialreport has been prepared in accordance with International Accounting Standard34, "Interim Financial Reporting", as adopted by the European Union. Our responsibility Our responsibility is to express to the company a conclusion on the condensedset of financial statements in the half-yearly financial report based on ourreview. Scope of Review We conducted our review in accordance with International Standard on ReviewEngagements (UK and Ireland) 2410, "Review of Interim Financial InformationPerformed by the Independent Auditor of the Entity" issued by the AuditingPractices Board for use in the United Kingdom. A review of interim financialinformation consists of making inquiries, primarily of persons responsible forfinancial and accounting matters, and applying analytical and other reviewprocedures. A review is substantially less in scope than an audit conducted inaccordance with International Standards on Auditing (UK and Ireland) andconsequently does not enable us to obtain assurance that we would become awareof all significant matters that might be identified in an audit. Accordingly, wedo not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believethat the condensed set of financial statements in the half-yearly financialreport for the six months ended 30 September 2007 is not prepared, in allmaterial respects, in accordance with International Accounting Standard 34 asadopted by the European Union and the Disclosure and Transparency Rules of theUnited Kingdom's Financial Services Authority. Deloitte & Touche LLPChartered Accountants and Registered AuditorBristol, United Kingdom 21 November 2007 This information is provided by RNS The company news service from the London Stock Exchange