WYG Regulatory News (WYG)

9 June 2015

WYG plc ("WYG" or the "Group")

Final Results

Strong profit growth on increased revenues and significant order book momentum

WYG plc, the global programme, project management and technical consultancy, announces its audited final results for the year ended 31 March 2015, highlights of which are as follows:

Financial overview:

· Revenue* up 3% to £130.5m (2014: £126.9m)

o Second half revenues up 6.8% to £67.3m (H2 2014 £63.0m)

· Adjusted operating profit** up 21% to £5.8m (2014: £4.8m)

· Adjusted profit before tax** up 34% to £5.7m (2014: £4.2m)

· Earnings per share 2.9p (2014: 3.2p)

· Adjusted earnings per share** up 31% to 9.2p (2014: 7.0p)

· Unrestricted cash as at 31 March 2015 £11.4m (31 March 2014: £12.8m) after £1.5m investment in acquisitions

· Proposed final dividend of 0.7p (2014: 0.5p) giving a total dividend for the year of 1.0p (2014: 0.5p)

* Including revenue from Joint Ventures

** Before separately disclosed items

Operational overview:

· Order book up 21% to £105.0m at 31 March 2015 (31 March 2014: £86.8m) prior to post year end wins

· 15% increase in UK revenue to £83.9m driven by strong demand for WYG's services across buoyant infrastructure and planning markets

· Alliance Environment and Planning Limited (Alliance Planning), acquired in September 2014, is performing ahead of expectations

· Won 7 out of the 8 major UK frameworks bid for, including a place on MoD's Principal Support Provider framework which is used to procure construction design and management services to optimise the use of the MoD's 230,000 hectare estate

· Appointment in November 2014 as key partner in Amec Foster Wheeler's consortium to support the development of Poland's first nuclear power plant worth a minimum of £6.2m to WYG in the first three years

· Appointment to 4th successive phase of Western Balkans Infrastructure Facility

Strategic review update:

· Strategic Review initiated by the Board on 26 January 2015 is now complete

· Following a comprehensive review of a broad range of options, the Board has concluded that WYG's standalone growth strategy will deliver the best value for shareholders

· Strong order book and pipeline of new project opportunities underpinning medium term organic growth potential

· Bolt-on acquisition of FMW Consultancy completed on 8 June, enhancing WYG's leading position in the UK planning and transport planning sector

· Pipeline of further bolt-on opportunities identified to augment strategic growth and long-term shareholder value

· New £25m bank facility to support the next phase of WYG's development

Current Trading & Outlook:

· Trading since the year end is in line with the Board's expectations

· Strong pipeline of International development opportunities including

o £400m major project and framework pipeline across Africa following significant increases in UK and European budgets for the region to support major programmes

· €130m estimated pipeline of project opportunities in pre-accession countries following EU budget approval

· Unprecedented level of bidding activity currently in progress in MENA; more than €60m of tenders to be submitted over the next two months

Paul Hamer, Chief Executive Officer of WYG plc, commented:

"I am pleased to report on another successful year for WYG in which we have seen strong profit growth on increased revenues and significant order book momentum.

"Having enjoyed a strong finish to the year, WYG remains well positioned for future growth with the benefit of a healthy order book and recent acquisitions combined with the opportunities presented by a buoyant UK market, a new EU funding cycle and the planned interventions by DfID and other funding institutions in fragile and conflict affected states.

"It is pleasing to note that the conclusions of the Strategic Review confirm that the Group is in a robust position to deliver shareholder value over the long term."

WYG plc Tel: 0113 278 7111

Paul Hamer, Chief Executive Officer

Sean Cummins, Group Finance Director

MHP Communications Tel: 020 3128 8100

John Olsen / Katie Hunt / Ollie Hoare

N+1 Singer (Nomad and Broker) Tel: 020 7496 3000

Sandy Fraser / Nick Owen

WH Ireland Limited (Joint Broker) Tel: 0113 394 6600

Andrew Kitchingman / Liam Gribben

Chairman's statement

Introduction

I am pleased to report on another successful year for WYG. In the UK we have seen strong revenue growth and significant increases in our profitability and order book. As previously reported, whilst the delay to the new EU funding cycle held back short term profitability in our other regions, we are encouraged by the prospects for these regions where we now expect the EU budget to be deployed more rapidly over a shorter period.

We have secured new partners to bring together a wider range of skills and resources and won places on key UK frameworks, the mainstay of our business. With the acquisition of Alliance Planning in September 2014, the acquisition of FMW Consultancy announced today and other internal investments in leadership, project management skills and IT throughout the year, we continue to strengthen the business.

Results

Revenue (including our share of Joint Venture revenues) for the year was up 3% to £130.5m (2014: £126.9m), reflecting accelerating momentum during the year with revenues in the second half up 6.8% to £67.3m (H2 2014: £63.0m). Adjusted operating profit increased by 21% to £5.8m (2014: £4.8m) and adjusted profit before tax was up 34% to £5.7m (2014: £4.2m), reflecting a strong improvement in profitability year on year. On a statutory basis, the Group made a profit before tax of £1.4m (2014: £1.8m). Earnings per share adjusted for separately disclosed items were 9.2p (2014: 7.0p). On a statutory basis, earnings per share were 2.9p (2014: 3.2p).

As at 31 March 2015, the Group's order book stood at £105.0m (2014: £86.8m), with all three regions reporting an improving trend in their pipeline of opportunities. This strong performance has accelerated during the first quarter of the current year.

The Group closed the period with unrestricted cash at 31 March 2015 of £11.4m (31 March 2014: £12.8m) after investing £1.5m in acquisitions.

Dividend

As a result of WYG's improved trading performance, financial position and prospects, we resumed the payment of dividends last year. In January 2015 we paid an interim dividend of 0.3p. Subject to the approval of shareholders at the AGM, a dividend of 0.7p will be paid on 6 November 2015 to ordinary shareholders on the register on 2 October 2015, bringing the overall dividend for the year to 1.0p per ordinary share (2014: 0.5p).

Conclusion of Strategic Review

The Board is pleased to announce that the strategic review initiated on 26th January 2015 is now complete, bringing the formal Takeover Code offer period to an end. As part of the process the Board, supported by its financial advisers, undertook a comprehensive review of the broad range of options available to WYG to maximise shareholder value and best position the Company to capitalise on the significant growth potential available to it for the benefit of its clients, employees and shareholders.

We embarked on this process confident in the strength of our business model and growth strategy, which is focused on a unique combination of asset creation for the natural, social and built environments in mature markets and long-term programme planning for the implementation of international aid funding in developing markets. Furthermore the review tested the scale of the opportunity that is available to the Group and has reaffirmed all of these strengths and future opportunities.It has always been the view of the Board that the most likely outcome would be to confirm that an independent future would provide strong value for all stakeholders. During the course of the Board's review, a number of high level expressions of potential interest were received from various parties, but none which appropriately valued the future prospects of the Group or recognised the unique positioning of the Group in its chosen markets. The review has therefore confirmed that an appropriately funded independent Group represents the best route to optimising value for all stakeholders.

In this respect it is pleasing to report that the Group has received strong support from the banking sector and WYG has secured new facilities from HSBC that will fund the next phase of our growth. Subject to legal formalities we will enter into a £25m, 5-year committed facility with broad flexibility between debt and bonding requirements.

I am pleased to announce that on 8 June 2015 the Group completed the acquisition of FMW Consultancy Limited (FMW), a specialist transport and infrastructure consultancy, in a transaction with an enterprise value of £1.4m further cementing our status as one of the largest transport and infrastructure planning consultancies in the UK. The acquisition is expected to be immediately earnings enhancing.

The acquisition of FMW is the fourth such acquisition of its type that the Group has completed in the last 24 months. The review also confirmed that the pipeline of identified acquisition opportunities is good and that WYG is well positioned to capitalise on it.

Robert Barr, our senior independent non-executive director, will shortly complete the maximum nine years' service on the Board to be deemed an independent non executive under the Code. Consequently, he will retire from the Board at the conclusion of the AGM. On behalf of the Board, I would like to thank Robert for his service over the past nine years which have seen enormous challenges and change at WYG and his part in rebuilding a profitable and successful Group.

Furthermore, as part of the strategic review, we have taken the opportunity to challenge and test the suitability of our Board structure to deliver this new phase of growth and have concluded that the Board should seek to recruit additional non-executive talent with skill sets and connections which are closely aligned to our end markets. This process has already commenced.

Finally, taking account of shareholder feedback, it is evident that the structure of the current long-term management incentive scheme is an impediment to optimising shareholder value. Accordingly, the Board intends to bring forward a new proposal, for shareholder approval at the time of the AGM in September, which will both retain and incentivise existing talent and provide the opportunity to recruit the new talent that will support the anticipated growth opportunities. The guiding principle of any new incentive scheme will be to align the interests of shareholders, key employees and the wider stakeholder base.

The Board sees the outputs of the review as extremely positive for the Group, setting out a clear long-term strategic path for the Company. The Board's challenge is to capitalise on the substantial opportunities that are available to WYG as the Company enters into a new phase of significant growth.

Current trading and outlook

We enjoyed another strong finish to the year both in terms of revenue and profitability. Our order book for work to be undertaken in the current financial year is £69.2m compared with £53.0m at the corresponding point last year, which provides strong evidence and support for further revenue growth in the current year.

In the UK, continuing economic growth and infrastructure spending are the engines that drive our core front end planning and consultancy businesses. The UK government's planned investment in major infrastructure projects is creating new buoyancy in the market and we are confident of winning more work in this environment, building on our recent successful win of the £50 million ground investigation framework announced in March 2015. When combined with both our increased bid to win ratio on long term frameworks agreements over the past three years and the increasing flow of work from major contracts with core clients, including the UK MoD's Defence Infrastructure Organisation, we believe that growth in the UK will continue accelerating in the short to medium term.

Overseas, we expect our teams in Central & Eastern Europe, the Balkans region and Turkey to benefit from the renewed confidence injected into the international financial markets by the approval of the EU's €960bn budget for 2014 to 2020. We have pre-qualified for a number of significant contracts and the order book in these regions supports our view that they will perform better in the coming twelve months. We also expect our investments and partnerships in fragile and developing states, which have created a firm base in Africa, to deliver growth and improved financial performance this year particularly given the substantial budgets DfID, EuropeAid and other international funding institutions have committed to the region.

The strong results set out in this report are a testament to the talent, professionalism and hard work of our employees and other colleagues and, on behalf of the Board, I would like to thank them all for their significant effort and contribution.

Review of the Group's business

WYG has continued to leverage its strong market positions, client relationships and highly differentiated expertise to deliver clear momentum in its key areas of strength:

· Fragile States and Stabilisation - working with government and donor clients to deliver humanitarian programmes, create stability and facilitate post-conflict restructuring across fragile states and developing countries;

· Preserving the Global Environment - advising on major projects in developed, emerging and third-world economies which ensure that the world's growing population is served with the necessary energy and water infrastructure whilst minimising carbon impact and climate change; and

· Urban Development and Connected Cities - planning, optimising and developing infrastructure related to population expansion, urbanisation and transportation as the world seeks to become super-connected.

Having continued to create considerable opportunities in these areas, we have secured new partners and made and successfully integrated selective acquisitions which have contributed to our ability to deliver those opportunities through access to a wider range of skills and resources, framework agreements or geographical presence.

Acquisitions

The acquisition of FMW Consultancy Limited (FMW), in a transaction with an enterprise value of £1.4m, announced today is in line with our strategy of building our core, front end consultancy offering and growing quality revenues, providing a further boost to our strength in Urban Development and Connected Cities.

FMW is a specialist transport and infrastructure consultancy, operating mainly from offices in Bristol, Cardiff and Manchester on projects throughout the UK, for clients including house builders Persimmon, Barratt Homes, and Redrow, and a number of retailers and commercial developers. For the year ended 31 May 2014, FMW reported turnover of £1.6m and adjusted profit before taxation of £0.3 million. FMW expects to report similar profit on similar revenue for the year ended 31 May 2015. The acquisition is expected to be immediately earnings enhancing and we are now focussed on integrating the business into our existing offering.

In September 2014, we announced the acquisition of Alliance Planning creating one of the largest planning businesses in the UK, thereby bolstering our strength in UrbanDevelopment and Connected Cities. Alliance Planning is now a fully integrated part of the WYG business and is performing ahead of the expectations we had at the time of the acquisition. In the period since completing the acquisition, the business has achieved revenue of £2.0m and an operating profit of £0.4m. As anticipated, the acquisition has been immediately earnings enhancing.

Delta Partnership Solutions (Delta), which we acquired in March 2014, has further boosted our strength and specialism in Fragile States and Stabilisation by providing us with a strong presence and resource base in Africa. We are confident that a significant acceleration in the region will be delivered as DfID and other international finance institutions step up the scale and pace of their investments.

Having invested in May 2013 in the specialist consultancy, Upper Quartile, which also strengthened our capability in Fragile States and Stabilisation we have been successful in winning a number of new contracts with our core client, DfID. We believe that, as a Group, we are now well positioned to respond to UK government opportunities in this highly specialized field whether they are led by DfID, MOD or FCO.

Our ability to convert the pipeline of identified acquisition opportunities into completed, integrated transactions will be significantly enhanced by the new £25m, 5-year committed bank facilities we have agreed with HSBC to fund the next phase of our growth.

Business performance review

WYG has enjoyed another positive year, particularly in the UK business which is generating increasing momentum and consistency of performance. The significant increase in the order book is creating a strong platform for future performance driven by continued success with key clients and work from our core framework contracts. Talent and skills continues to be a major focus for the UK business as we ramp up our activity levels.

Some of our overseas regions experienced a slower than anticipated ramp up of the new EU funding cycle. This impacted our EAA Region in particular, resulting in our decision to undertake some restructuring of the business in Central and Eastern Europe (CEE). Other core components of this region include our operations in Romania, Bulgaria and Russia which all provided positive contributions to the region. In Southern and South East Europe (SEE) we benefitted from our strong performance on the Infrastructure Projects Facility (IPF) programmes where we hope to secure further extensions and increased input. We are also gaining considerable traction in the local SEE market, where we see significant opportunity for the Group.

In Africa, the sub-region closed very slightly up on 2014 despite delays in the mobilisation of significant new projects in DRC and Zambia. However, work is now underway on the first two projects and we have a number of other projects in Kenya, Somalia and Somaliland, which are generating early momentum in the current year. The pipeline of opportunities in this region continues to grow and the team are currently working hard on several major tenders which we anticipate will also be complemented by a number of project extensions.

In our Middle East North Africa (MENA) Region, Turkey delivered revenues which were lower than in the 2013/14 financial year but this was in line with our expectations for the year. Since the team are bidding an average of three tenders per month, we are approaching the current year with great confidence.

We continue to work closely with our partners in the Gulf but have concluded that, in the short term, it may not be possible to deliver private sector opportunities on the scale we would like. We have therefore re-directed resources to support our major programmes in the Western Balkans. That said, our strategy of supporting the UK government across the region continues to bear fruit and shortly before the year end we were pleased to be appointed by one of our key clients, the UK MoD, to work on an important new project in Bahrain.

In the year under review, we renewed or won a place on seven out of the eight major UK frameworks that we bid. These include the Northern Ireland Central Procurement Directorate, Sainsbury's, NHS, Defence Equipment & Support, Royal Mail Group and the UK MoD's Principal Support Provider (PSP) Framework. We have increased our bid-to-win ratio on long term framework agreements over the past three years through our focus on bidding less and bidding bigger to win more, an approach which we believe will serve us well as we continue to win places on further frameworks.

Operationally, the Group was structured and reported throughout the financial year on a regional basis with the three regions being:

· UK

· Europe (which includes CIS and Western Balkans), Africa & Asia (EAA)

· MENA (Middle East & North Africa including Turkey)

In more mature regions such as the UK, we focus on asset creation through our traditional planning disciplines - especially for infrastructure, urban and environmental projects. Overseas activities focus more on policy and institutional advice and planning for the implementation of international development funding programmes, in markets where governments and international finance institutions have made strategic, budgeted commitments, such as countries seeking EU accession and in Africa.

UK (64.3% of Group revenue) - increasing revenue, significantly improved profits and order book

The UK region generated revenue of £83.9m (2014: £72.9m) with an operating profit before separately disclosed items of £7.7m (2014: £5.1m).

Within the UK our focus on low risk, high margin, 'front-end' services has helped us secure work in a number of key sectors. We have seen a continued strengthening of the residential and energy sectors and all of our services have seen sustained growth. We forecast further growth in these sectors over the current financial year.

WYG's planning business has performed particularly strongly this year following further organic growth. The acquisition of Alliance Planning in September has reinforced our position as one of the leading planning specialists in the country. Our transport team has secured work with both Transport for London and Transport for Greater Manchester and the acquisition of FMW announced today has significantly boosted our capability in the transport and infrastructure planning market.

We have benefitted from increasing investment in major infrastructure projects and have secured a position delivering ground investigation services on a £50m framework for a headline national infrastructure project. We have also provided professional services to National Grid on a number of key projects.

The defence sector remains a key growth area for us. We were successfully re-appointed to the MoD's Defence Infrastructure Organisation (DIO) PSP framework and have subsequently secured commissions to lead the development of numerous MoD facilities around the UK. In addition, we are managing the development of defence facilities in the Falklands and Bahrain.

WYG's engineering team continues to win exciting new commissions including new offices for the Nuclear Decommissioning Authority and a new mobile phone technology research facility at the University of Surrey. We have been particularly successful in science and technology projects, where we have been commissioned to design three highly complex laboratories, a new bioscience research building at the University of Birmingham and a Science Technology Engineering and Mathematics building for Birmingham City University.

Europe, Africa & Asia (23.3% of Group revenue) - delay to EU budget, strong growth with DfID

WYG operates through a wide network of subsidiaries and offices in selected local markets in Europe, Africa & Asia, combining work in selected local markets with our traditional focus on international development opportunities. In this period the region generated revenue of £30.4m (2014: £38.2m), with an operating profit before separately disclosed items of £1.6m (2014: £2.8m).

The CEE business unit operates in a market strongly influenced by the cycle of EU funding and was impacted, as expected, by the completion of a very large portfolio of projects financed from the previous budget period and the slow emergence of opportunities financed from the new EU budget. However, our efforts at diversification in this period resulted in our winning, in a consortium led by Amec Foster Wheeler, the contract for technical support services on Poland's first nuclear new build project.

In SEE, WYG achieved historically high win rates in Croatia - as we benefitted from our early positioning in this new EU member state - and secured important new wins in our sub-regions including Macedonia. We maintained our successful involvement in the Western Balkans Infrastructure Projects Facility (IPF), the EU-funded programme covering energy, transport, environment and social infrastructure that we have been involved in since its commencement in 2008. WYG is a key member of the winning consortium for the new fourth phase contract (IPF4). This major programme has to date delivered project preparation, management and technical advisory services for projects with a capital investment value of c.€13 billion, with revenues to WYG from all four IPF contracts totaling c.€42 million.

We put a significant amount of effort into bidding for large scale opportunities over the year through our recently created Major Projects Unit which is focused on driving our strategy for developing the Africa market and specialising in providing services in Fragile and Conflict Affected States (FCAS) and we are pleased to have secured our first project with the African Development Bank. Overall, we are encouraged by a pipeline of £400m of major programmes and frameworks across Africa and thanks to the acquisition of Delta Partnership Solutions in 2014, a specialist development consultancy, WYG benefited in this period from a new local base for this market expansion drive.

Public financial management continued to be an important sector for WYG in Asia, while our Russian joint venture operation delivered improving revenue and margin through the provision of specialist engineering and consulting services to the mining sector.

In the shorter term the cycle of EU financed actions in CEE has yet to regain full momentum. However, the longer term outlook is very promising, with strong indications that we are well positioned to participate in major interventions planned by DfID and the EU in challenging international development environments.

MENA (12.4% of Group revenue) - satisfactory profit despite reduced EU revenues

In the MENA region we generated revenue of £16.1m (2014: £15.8m) with an operating profit before separately disclosed items of £0.5m (2014: £0.9m). The results in the period reflect further investment in the region and the start up costs on a large project.

We successfully closed out a number of large, multi-year projects in the year which included: in Turkey, major water and waste water projects, and a human resources development training project for the Turkish Employment Agency, İŞKUR; our support for UK MoD Civilian Engineering Support Team (CEST) at Camp Bastion, Afghanistan and the significant scaling up and subsequent demobilisation of a major Security Defence and Justice programme in Libya.

Our ongoing projects continue to focus on our core strength in socio-economic consultancy in Turkey, where we are the market leader, covering such nationwide programmes as increasing the employability of disadvantaged persons, the recruitment of blood donors, and the donor pool of human tissue. In addition, we are seeing an emerging level of specialism in technical services with particular success in the water and waste water sector. Our hugely successful work in Afghanistan is beginning to be replicated in other MoD bases in the Gulf states.

Due to the delay in agreeing the EU's Multiannual Financial Framework (MFF) 2014-2020, the order book has inevitably fallen back slightly. However, bidding activity currently in progress is at an unprecedented level with more than €60m of tenders to be submitted over the next two months. This gives us a high level of confidence that the order book and business performance will increase significantly in the coming months.

Financial review

Revenue (including our share of joint venture revenues) was £130.5m (2014: £126.9m), with international revenues now accounting for 35.7% (2014: 43%) of Group revenue. Although the proportion of international work has declined since last year this is as much to do with the significant increase in UK revenues as the impact of delays in implementing the programmes financed by MFF 2014-2020.

The Group made an operating profit before separately disclosed items of £5.8m (2014: £4.8m) representing another significant improvement in profitability at this level. We have seen continued improvements in staff utilisation and reductions in overhead costs, particularly in professional indemnity insurance.

In the second half of the year, we achieved an operating profit before separately disclosed items of £3.7m (H2 2014: £3.1m) which compares with £2.1m in the first half (H1 2014: £1.7m).

Profit before tax and separately disclosed items was £5.7m (2014: £4.2m). On a statutory basis, the Group made a profit before tax of £1.4m (2014: £1.8m).

The Group has significant losses brought forward in the UK and is unlikely to pay UK tax for the foreseeable future. However, we do generate profit in many of our overseas activities, upon which we pay local corporation tax. The impact of this has been offset by adjustments to the prior year corporation and deferred tax balances resulting in a net tax credit of £0.5m (2014: £0.3m).

The primary component of finance costs is the charge relating to the bond facility we put in place with Santander in 2014. Our success in reducing the number and quantum of outstanding legacy bonds (ie bonds under the more expensive, old 2009/2010 facility) means that finance costs have reduced significantly to £0.1m (2014: £0.6m). Going forward, we expect to use the new £25m five year committed bank facility with HSBC, as a catalyst to accelerate growth, both organic and acquisitive.

Earnings per share adjusted to exclude separately disclosed items increased to 9.2p (2014: 7.0p).

The Group closed the year with cash balances at 31 March 2015 of £12.3m (31 March 2014: £15.2m). Within the reported balance, we have an element of restricted cash, primarily associated with specific commitments and cash held by joint operations. At the year end the restricted amount was £0.9m (31 March 2014: £2.4m), leaving the unrestricted balance, our key performance indicator, at £11.4m (31 March 2014: £12.8m.) The reduction in the unrestricted cash value during the year reflects both the planned application of £3.4m towards legacy issues including ongoing commitments on unoccupied offices, cash spent on acquisitions of £1.5m and total dividend payments of £0.7m. Cash spending on legacy issues continues to reduce ahead of target and going forward we expect these costs to reduce albeit at a slower rate than in previous years. Throughout the Group we continue to emphasize the importance of cash generation and the effective management of working capital. The initiatives we introduced in 2012 directed at improving the working capital cycle, whilst reducing our use of advance payment bonds, were reflected in the further reduction of working capital days before fees in advance to 85 (31 March 2014: 90 days; 2013: 100 days; 2012 110 days). This coming year, our working capital KPI will change to an 'after fees in advance' basis, for which the measure was 72 days as at 31 March 2015.

As at 31 March 2015, the Group's order book stood at £105.0m (2014: £86.8m) which is made up of UK orders of £53.0m (2014: £45.0m) and international orders of £52.0m (2014: £41.8m).

Conclusion

This has been another strong year for WYG. Our focus on asset creation, managing socio-economic development programmes and facilitating the restructuring of fragile states places us well in a world in which the global environment, urban development and the restoration of fragile states are at the forefront of the political and economic agenda.

Our emphasis on bidding bigger but less often to win more has resulted in a higher win rate, underpinning our strategy to drive quality growth across the Group which is already delivering clear returns.

Having concluded the strategic review, the Board is more confident than ever that the Group's highly differentiated capabilities, strong client relationships and market positions leave it well placed to deliver on its growing pipeline of opportunities with the right finance in place.

With the benefit of the new, long-term banking facility, we can now invest in accelerating the conversion of the substantial pipeline of opportunities we are seeing in our markets due to a buoyant UK economy, a new EU funding cycle and the planned interventions by DfID and other funding institutions in fragile and conflict affected states.

CONSOLIDATED INCOME STATEMENT

For the year ended 31 March 2015

Operating profit for the year includes net costs of £4.2m (2014: £2.5m) that are separately disclosed in Note 3.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March 2015

 * These items will not be reclassified subsequently to the income statement.

BALANCE SHEET

As at 31 March 2015

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 March 2015

CASH FLOW STATEMENT

For the year ended 31 March 2015

NOTES TO THE ACCOUNTS

1. GENERAL INFORMATION

WYG plc is incorporated and domiciled in England. The address of its registered office is Arndale Court, Otley Road, Headingley, Leeds, LS6 2UJ. The company's shares are traded on AIM, a market operated by the London Stock Exchange plc.

The principal activity of the Group during the period ended 31 March 2015 was that of programme, project management and technical consultancy. The Group's revenue derives from activities in the UK and the Group's International division.

The results for the year ended 31 March 2015 have been extracted from audited accounts which have not yet been delivered to the Registrar of Companies. The Financial Statements set out in this announcement do not constitute statutory accounts for the year ended 31 March 2015 or the year ended 31 March 2014. The financial information for the period ended 31 March 2014 is derived from the statutory accounts for that year. The report of the auditor on the statutory accounts for the year ended 31 March 2015 was unqualified and did not contain a statement under Section 498 of the Companies Act 2006.

2. BASIS OF PREPARATION

Of the new standards, amendments and interpretations that are in issue and mandatory for the financial year end to 31 March 2015, there is no financial impact on this condensed consolidated financial report.

Items that are material and whose significance is sufficient to warrant separate disclosure and identification within the consolidated financial statements are included within separately disclosed items.

The audited accounts for the year ended 31 March 2015, from which these results have been extracted, have been prepared on a going concern basis.

3. DETAILED CONSOLIDATED INCOME STATEMENT

Details of separately disclosed items

The Group has incurred a number of material items in the year, whose significance is sufficient to warrant separate disclosure. The key elements included within separately disclosed items are:

· Annual charge in relation to share option costs.

· Annual charge for the amortisation of acquired intangibles.

· Items included in other credits relate to the Group's share of tax in relation to Joint Ventures, release of vacant leasehold provisions, and acquisition and restructuring related costs.

4. SEGMENTAL INFORMATION

Business segments

IFRS 8 requires segment reporting to be based on the internal financial information reported to the chief operating decision maker. The Group's chief operating decision maker is deemed to be the senior management team comprising Paul Hamer (Chief Executive Officer), Sean Cummins (Group Finance Director) and Graham Olver (Chief Operating Officer). Its primary responsibility is to manage the Group's day to day operations and analyse trading performance. The Group's segments are detailed below and are those segments reported in the Group's management accounts used by the senior management team as the primary means for analysing trading performance and allocating resources. The Executive Committee assesses profit performance using operating profit measured on a basis consistent with the disclosure in the Group accounts.

The Group's operations are managed and reported by key market segments:

· UK;

· EAA (Europe, Africa and Asia);

· MENA (Middle East & North Africa including Turkey).

Central overheads previously included within segments in the prior period, have been identified separately. This more accurately reflects how the results are reported internally. Comparative figures have been restated accordingly.

The segment results for the year ended 31 March 2015 are as follows:

4. SEGMENTAL INFORMATION CONTINUED

The segment results for the year ended 31 March 2014 are as follows:

5. EARNINGS PER SHARE

The calculation of basic and diluted earnings per share is based on the following data:

The adjusted earnings per share is calculated after excluding separately disclosed items. This more accurately reflects the underlying performance of the Group.

6. DIVIDENDS

7. Business Combinations

In September 2014, WYG Environment Planning Transport Limited, a wholly owned subsidiary of the Group, acquired 100% of the share capital of Alliance Environment and Planning Limited, a specialist planning practice with offices in Guildford, London, Birmingham and Bedfordshire. This acquisition is in line with the Group's strategy of growing quality revenues.

The following table sets out the fair value of the net assets acquired and the resulting goodwill:

Deferred consideration is not dependent on the future performance of the business acquired.

All assets and liabilities including tangible assets were recognised at their respective fair values. The residual excess over the net assets acquired is recognised as goodwill in the accounts.

Since acquisition the operations of the business has been integrated into the Group's existing operations. As a result it is not possible to isolate the cash flows of the acquired businesses. The current year income statement includes revenue of £2m and an operating profit before separately disclosed items of £0.4m from the business acquired in the year.

Had the acquisition been made at 1 April 2014, the Group's revenue and operating profit before separately disclosed items would have been reported as £132m and £6m respectively. This information is not necessarily indicative of the result of the operations that would have occurred or the future result of the entity.

The cash outflows in the prior year relate to the acquisitions of Upper Quartile LLP, Delta UK Limited and Higham & Co.

7. Business Combinations CONTINUED

On 9 June 2015 the Company acquired the entire share capital of FMW Consulting Limited in a transaction with an enterprise value of £1.4m.

Management are in the process of establishing the fair value of the assets acquired and the resulting valuations and goodwill will be incorporated in the financial statements for the year ended 31 March 2016.

8. CASH GENERATED FROM OPERATIONS

9. ANALYSIS OF CHANGES IN NET CASH

Cash and cash equivalents includes £12,324,000 cash (2014: £15,857,000) and £nil overdrafts (2014: £662,000).

Restricted cash relates to restricted access accounts in WYG International Limited and cash held in joint operations.

Other non-cash movements represent currency exchange differences.

ENDS