WYG Regulatory News (WYG)

2 December 2011

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

INTERIM RESULTS

In line with the Board's expectations at the time of the capital restructuring

WYG plc, the global project management and technical consultancy, announces its interim results for the six months to 30 September 2011.

Financial overview*:

·; Revenue at £68.5m (2010: £83.7m)

·; EBITDA** -£1.5m (2010: 1.7m)

·; Operating loss** of £2.5m (2010: profit of £0.3m)

·; Adjusted loss per share of 5.2p (2010: 3.7p loss)

·; Net cash as at 30 September 2011 £24.0m*** (31 December 2010: net debt of £38.5m)

*All 2010 comparatives are for the six months ended 31 December 2010

**Before exceptional and other items and non-cash share option charges

***Net cash/ net debt excludes restricted access amounts

Key points:

·; Capital restructuring completed, creating a strong balance sheet and significant net cash balances

·; Operational reorganisation to refocus resources on attractive sector and geographic opportunities

·; Overall trading performance in line with the Board's expectations at the time of the capital restructuring

·; International sales accounted for 40% of Group revenue

·; £69.6m of new contracts signed during the period; major wins included €10.4m Rapid Response Instrument with Polish Agency for Enterprise Development

·; Progress in reducing legacy costs slightly ahead of expectations 

·; Cash position at 30 September 2011 ahead of the Board's expectations

·; Sean Cummins appointed as Group Finance Director with immediate effect, bringing broad experience of PLC financial leadership and specific knowledge of the global consultancy sector

Current Trading & Outlook:

·; Trading conditions remain challenging in the UK, albeit encouraging selected opportunities exist

·; Continuing strong pipeline of international opportunities in both donor-funded and private markets and good prospects for international growth

·; Orderbook £145m of which UK £58m and International £87m

Paul Hamer, Chief Executive Officer, said:

"WYG has taken a major step forward during the six month period and is positioned to build on the solid platform put in place through the successful refinancing completed in July. We have completed an operational reorganisation to refocus our resources on attractive sectors and geographies and can now concentrate on growth.

"Whilst trading conditions in the UK remain very challenging except in selected areas of activity, we welcome the Government's commitment to additional infrastructure investment in its Autumn Statement which we expect to bring forward some potential opportunities for us. We continue to exploit a strong pipeline of international opportunities and believe that the long term growth prospects for the business, particularly overseas, remain attractive.

"Trading in the first half, and since the period end, has continued in line with our expectations at the time of the capital restructuring, with good progress being achieved towards the commitments made to shareholders at that time. Our focus is resolutely on generating growth, both in the UK and overseas, through the provision of high quality professional services to our client base in our selected markets and geographies, whilst also realising the ongoing benefits of legacy cost reductions."

For further information, please contact:

WYG plc Tel: 0113 278 7111

Paul Hamer, Chief Executive Officer

MHP Communications Tel: 020 3128 8100

John Olsen

Katie Hunt

James White

Vicky Watkins

Numis Securities Limited Tel: 020 7260 1000

Stuart Skinner (Nominated Adviser)

David Poutney (Corporate Broker)

CHAIRMAN'S STATEMENT

Introduction

I am pleased to report that WYG's overall trading performance in the first half of the current financial year has been in line with the Board's expectations at the time of the capital restructuring announced in June. This capital restructuring, which was completed on 15 July 2011, included a placing to raise approximately £30m net of expenses, the conversion of approximately £51m of the Group's net debt (excluding certain restricted cash balances) into convertible shares and the redesignation of the Group's preference shares. This was the final significant milestone after more than two years of a major turnaround process. WYG now has a strong balance sheet with significant net cash balances and is well positioned to take advantage of growth opportunities and to realise the benefits of identified legacy cost reductions.

With this significantly stronger platform in place, WYG has been able to take the steps necessary to embed a positive growth environment within the Group. As announced at the time of the placing, we have introducednew incentive arrangements to retain and recruit key staff.  We are also recruiting new employees to key positions to address market opportunities both in the UK, particularly in London and the South East, and overseas to strengthen ourglobal footprint. We continue to see an increase in the quality and number of applications for new positions.

We continue to reduce the significant legacy costs relating to historical issues arising from the poor professional indemnity insurance history and the sub-optimal property portfolio from which WYG operates in the UK and Ireland. Progress in reducing these costs is slightly ahead of our expectations. In addition, WYG continues to manage its underlying cost base to maximise its performance.

We are maintaining therigorous focus on cash management and the Group's unrestricted cash position at 30 September 2011 was ahead of the Board's expectations at the time of the placing.

With a significantly improved balance sheet, a well-incentivised senior team and trading as anticipated, the Board believes that the Companyis now well positioned to take advantage of growth opportunities.

Board

As set out in a separate statement issued today, we are pleased to announce the appointment of Sean Cummins as Group Finance Director with immediate effect.

Sean was Group Finance Director of Scott Wilson plc, the global design and engineering consultancy, from 2007 until its acquisition by URS Corporation in September 2010. He had previously spent seven years as Finance Director of Yule Catto & Co plc, the international chemicals group. He is therefore ideally equipped, with his broad experience of PLC financial leadership and specific knowledge of the global consultancy sector, to help lead WYG in the execution of its international strategy.

David Wilton, who joined WYG as Group Finance Director in February 2009, has stepped down from the Board with immediate effect. The Board is extremely grateful to David for the central role he has played over a very challenging two and a half year period, culminating in July's successful capital restructuring.

Results

Gross revenue reduced to £68.5m (2010: £83.7m). Net revenue attributable to in-house services, after deducting revenue attributable to third parties on which the Group does not make a margin, was £61.3m (2010: £72.9m).

Revenues increased in all the Group's key overseas markets apart from Turkey where, as expected, revenues declined as a result of the timing of the bidding cycle.

The Group made an operating loss before exceptional and other items, which include amortisation of acquired intangibles and exceptional items, of £3.6m (2010: profit of £0.1m) as a result of the challenging market conditions and our restructuring process - a significant element of which relates to investment in our employees. Loss before tax, exceptional and other items was £5.2m (2010: £2.6m loss). On a statutory basis, the Group made a profit before tax of £38.7m (2010: loss of £22.0m), reflecting the impact of the exceptional and other items in the period, details of which are set out below. Group EBITDA before exceptional and other items was negative £2.5m which included share option costs of £1.0m. The Directors believe that WYG incurred in excess of £3.0m of costs in the six month period that would not have been incurred if the Group had a PI insurance record more in line with its peers and operated from a more efficient property estate in the UK and Republic of Ireland.

Loss per share adjusted to exclude exceptional and other items fell to 5.2p (2010: loss of 3.7p).

Following the capital restructuring the Group had net cash at 30 September 2011 of £29.1m (31 December 2010: net debt of £35.3m). Cash used in operations was £20.3m (2010: generation of £2.8m). In part this is due to the Group's policy of reducing its reliance on bonds for major international projects but it also reflects the impact of £5.0m of costs associated with the capital restructuring. These figures include both cash balances held within the captive insurance company and restricted cash balances. The net cash at 30 September 2011, excluding these two categories, was £24.0m (2010: net debt of £38.5m). The Group continues to be acutely focused on cash generation and the effective management of working capital.

Strategy

We have developed a Global Integrated Strategy which seeks to build upon the operational restructuring by focussing our resources on attractive market sectors and geographies where we have or can achieve leading positions. The strategy is based on serving seven key global sectors and fostering further international development across five key regions. Those seven sectors are: Defence & Justice, Energy & Waste, Environment (including Water & Waste Water), Transport, Mining & Metals, Urban & Commercial Development and Social Development & Infrastructure.

Our international focus is based on building on our core areas of strength and exploiting potential for growth through our regional strategy covering Central & Eastern Europe, the Commonwealth of Independent States, Turkey, the Middle East & North Africa, and Asia Pacific. In addition, we continue to exploit internationally funded markets via our Project Management and Policy Advice (PMPA) capability across the whole of Africa, Asia and South East Europe which enables us to establish wide-ranging relationships and opportunities locally.

Growth in our core markets and geographies will be pursued with an ongoing commitment to technical excellence and high standards of client service. Our intent is to build upon our existing work with blue-chip clients and partners to develop revenue streams both domestically and internationally as we return the Group to growth.

Exceptional and other items

The Group incurred significant exceptional items during the period, primarily arising in connection with the capital restructuring. These include an accounting gain of £49.7m arising on the conversion of approximately £51m of the Group's net debt into convertible shares under the restructuring and the fees and costs thereon (£5.0m) including the cost of terminating the previous share option schemes. In addition, the Group incurred exceptional costs in respect of redundancies (£0.4m). WYG will incur further exceptional costs in respect of redundancies in the remaining part of the financial year to 31 March 2012 but these will be at a significantly lower level than in previous years. Total Group headcount reduced by 167 to 1,420 between 31 March 2011 and 30 September 2011.

Dividend

As previously reported, the Board intends to invest its cash resources in the future growth opportunities available and does not expect to pay a dividend for the foreseeable future. Accordingly no dividend will be paid in respect of the six months to 30 September 2011 (2010: nil).

Outlook

As expected, trading conditions remain challenging in the UK against a backdrop of low levels of confidence and liquidity and a very fragile economy. There are some encouraging signs regarding activity levels but these remain relatively modest and markets in the UK generally remain subdued and highly competitive. We continue to expect WYG to benefit from some increase in activity in specific areas of UK public spending where we have a strong historical position. Work in support of the Defence Infrastructure Organisation (DIO) on two of the Ministry of Defence's (MoD) largest estate programmes which started in September 2011 has been moving forward at a slower rate than expected but we are confident that this programme will accelerate as a number of major development projects, which were put on hold in 2010 during the Strategic Defence & Security Review, have now come back on line and we have also increased activity under our framework agreement with the Ministry of Justice (MoJ). Furthermore, we expect the Government's commitment to additional infrastructure investment set out in its Autumn Statement on 29 November to bring forward some potential opportunities for us.

Wecontinue to exploit a strong pipeline of international opportunities and believe that the prospects for international growth remain good.

Overall the Board considers that the outlook for WYG remains broadly in line with its expectations as at the time of the capital restructuring.

BUSINESS REVIEW

The Group reports under four key market segments:

1. Buildings & Critical Infrastructure

2. Transport Solutions

3. Energy & Environment and

4. Risk & Assurance Services

Buildings & Critical Infrastructure (31% of Group Revenue)

Buildings & Critical Infrastructure achieved revenue of £21.5m (2010: £32.5m) with an operating loss before exceptional and other items of £2.7m (2010: £1.2m loss).

In the UK, the effect of the Government's spending review continues to make an impact, particularly on the Building Schools for the Future (BSF) programme. However, following the publication of the James report, two major BSF commissions at Blackburn and in Hertfordshire with Balfour Beatty will continue to release further appointments over the next year or so. Also, on the Academies programme, we have secured new work in Kent with at least a further three schools in the pipeline with main contractor Wilmott Dixon. Further significant wins in the Education sector came in the period with a new teaching facility at Birmingham City University and some early design work on further residences for Liverpool University.

In the Healthcare sector we have secured our first commission from the £3bn Procure 21 Plus programme at Sheffield Children's Hospital. We continue to deliver projects elsewhere under the LIFT (Local Improvement Finance Trust) and e-LIFT initiatives, to undertake bid stage work on the Alder Hey Children's Hospital PFI with Balfour Beatty, as well as traditional client side appointments for both Structural and Building Services, most notably with the King's Health Partnership in the south east and with the Hull and East Riding NHS Trust.

The Planning & Design team has continued to see a steady flow of work, particularly in the retail and residential markets. In addition to maintaining solid retail-based earnings in England, we have recently received an instruction which allows us to extend this consultancy service into Scotland. In the residential sector, we have noticed a modest improvement in activity with clients recognising the long lead in times required to promote development opportunities. We have recently been instructed on a number of significant residential projects, including the promotion of approximately 3,000 dwellings at Eastleigh in Hampshire and we believe that the enactment of the Localism Bill and finalization of the National Planning Policy Framework will result in further confidence and activity in this sector.

The reduction in public sector spending has resulted in opportunities for the Planning & Design team to provide services to Local Planning Authorities, particularly where specialist skills have been significantly depleted or removed altogether.

Other sectors in the UK remain challenging, but increasing involvement in the Energy sector includes progressing the second of our Energy from Waste PFI plants with Shanks Ltd to site construction phase in Cumbria, together with a series of good call offs from our various framework agreements at the Sellafield nuclear energy site and bid stage work on two other major Energy from Waste schemes.

On the International scene, Buildings & Critical Infrastructure has also been instrumental in many of the global market relationship building initiatives being undertaken with both clients and peer organisations as part of the WYG 'Five Cities' strategy. For example, we are part of a strong team bidding for the role of Owner's Engineer for the planned Nuclear Energy programme in Poland, leveraging both our significant in-country presence and our experience of client-side asset work at Sellafield.

Our Water and Wastewater teams have undertaken early stage drainage, sewerage treatment and irrigation designs for the Wadi Al Asla project in the Kingdom of Saudi Arabia, a 150,000 population regeneration project near Jeddah, working as part of a multi-disciplinary WYG design team. We have secured the site supervision and commissioning work for the complex District Cooling Plant on the new Al-Sowaah Island project in Abu Dhabi. This has already led to further opportunities on future island plots.

Transport Solutions (10% of Group Revenue)

Transport Solutions generated revenue of £6.5m (2010: £8.0m) with an operating profit before exceptional and other items of £0.4m (2010: £0.9m).

Whilst maintaining revenue and profit in line with expectations during this period, we have introduced a new leadership structure into the business which is already beginning to deliver operational and cultural improvements.

In the UK, more changes in the political arena and the lack of a cohesive national plan for long term infrastructure development continue to provide challenges to the Transport sector. The post of Secretary of State for Transport has been held by 19 individuals in the last two decades and the confused attitude to the sector is well illustrated by the introduction of the shortlived Infrastructure Planning Commission (IPC) which is to be merged with the Planning Inspectorate in April 2012. However, clients continue to need transport planning specialists to support them through these changes and provide consistent high quality advice. We have supported EDF in their IPC application for Hinkley Point C and we believe that this 'pioneer project' will inform future applications for nationally significant infrastructure projects leaving us well positioned for such future work.

Our frameworks and relationships with private sector clients have provided a steady workstream as smaller scale projects continue to move forward in the commercial, retail, regeneration and house building arenas. Technology advancement will continue to play its part in future opportunities and our work with City of Edinburgh Council in preparing the specifications, tender appraisal and project management of BusTracker, which provides real time passenger information and Automatic Vehicle Location, is an excellent example of applying the latest technology to improve customer service.

We have secured further commissions from the European Commission in providing wide ranging strategic transport advice and have a healthy pipeline of future opportunities. In the period under review we successfully concluded the Samtskhe - Javakheti Road Rehabilitation Project in Georgia, for which we were awarded 'Consultancy Project of the Year' at the British Expertise International Awards on 10 November. WYG led the international project management team, guiding this four year Millennium Challenge Corporation funded project through procurement, tender evaluation and construction. In the North Africa region, we also completed a major sector support programme for the Algerian Ministry of Transport which has been highly successful and paves the way for significant reforms of the country's transport sector. As we look at growth potential across the Central Eastern Europe region we can see significant opportunities as transport investment is used to drive economic growth. We also expect to see more international growth outside Europe as we continue to build our presence in the Middle East and North Africa through the successful delivery of projects in Saudi Arabia, Abu Dhabi and Egypt.

Energy & Environment (16% of Group Revenue)

Energy & Environment contributed revenue of £11.0m (2010: £12.1m) with an operating loss before exceptional and other items of £1.1m (2010: £1.4m loss).

Generally, the UK market in this diverse part of the business has experienced the effects of reduced public sector spending. However, the market for Environmental Planning (including ecology, air quality, noise, landscape, archaeology and water quality, environmental permitting and the co-ordination of Environmental Impact Assessments (EIAs) and Strategic Environmental Assessments (SEAs)) has remained good over the last six months, with our workload particularly strong in the Energy and Retail sectors.

We are working on a number of important projects in the Waste sector including the development of the site for a new 50MW Biomass plant on the Isle of Wight and project managing the regulatory approval of a new plant in Southampton Docks processing sulphur by-product from Fawley oil refinery.

Important wins for the Environmental Planning discipline include work on three new wind farm projects, two of these being for new clients, as well as ecological work for a major biomass energy plant at Tilbury. In Northern Ireland we have recently been instructed to complete the EIA for the £140m joint services training college, Desertcreat.

The Geo-environment team has secured new work under frameworks with both National Grid and the Environment Agency. We continue to be retained by the EPA in the Republic of Ireland to undertake their national groundwater monitoring programme and the Northern Ireland Environment Agency for their potable water supply monitoring. We are currently undertaking two feasibility studies for energy from groundwater at two hospitals in Northern Ireland where we are also managing the implementation of the remediation of Former Maze / Long Kesh site.

Whilst UK public sector investment in waste management and recycling infrastructure is likely to remain at a relatively low level, the private sector expects to be developing a wide range of new facilities to help Waste Authorities meet EU landfill diversion targets. This will include a number of new waste to energy plants which will be required to replace rapidly diminishing landfill capacity adjacent to major population centres. Internationally, there are opportunities in the Waste sector driven by the need to address EU accession directives and other national and international initiatives on climate change issues and to improve energy efficiency supported, in many cases, by substantial EU and World Bank funding.

Specifically, legislative changes in Poland and Russia present opportunities for a significant expansion of our resources and service offering. In Poland, responsibility for municipal waste management transfers to local authorities in 2012 and the Polish Government is setting stringent new targets for improvements in efficiency, recycling and energy recovery. In Russia, de-regulation of the Energy market and the introduction of a green tariff will remove existing barriers to development of new waste infrastructure.

Risk & Assurance Services (43% of Group revenue)

Risk & Assurance Services achieved revenue of £29.5m (2010: £31.1m) with an operating loss before exceptional and other items of £0.1m (2010: profit of £1.7m).

Whilst trading in the UK during the period has been challenging, we remain close to our budgeted expectation. Pressure on fees continues throughout the construction and property consultancy sector and there has been further consolidation in the market with the acquisition of a number of key competitors by overseas consultancies. This has resulted in potential opportunities as we retain a top ten position as a recognised independent international Project, Cost and Safety Management consultancy. In that respect we are pleased to have been appointed by the Foreign & Commonwealth Office to a Building Surveying Framework agreement to support British Embassies across the world. We have also retained our strong client relationships with a number of important private sector developers and continue to receive new instructions, including from Aberdeen Asset Management, Hammerson and Capital & Counties while extending our independent Project Management service across Investec's UK and Channel islands portfolio.

We see increasing opportunities in work generated by statutory and regulatory compliance as clients focus on making best use of their existing assets and are pleased to welcome BT as an important new client as we take on their asbestos consultancy in a number of UK regions.

The first half of the year has seen us focus much attention on two of our largest clients: the MoD and MoJ, as we seek to consolidate our strategic position in the Defence and Justice sectors following last year's Comprehensive Spending and Strategic Defence & Security Reviews. We continue in our primary position supporting Defence Infrastructure Organisation (DIO) and have been instructed to carry out early stage studies for the Army Rebasing programme as British troops are withdrawn from Germany by 2020. Our offices in Belfast and Cardiff have recently seen their order books improve as the Northern Ireland Assembly and Welsh Government confirm their committed programme of projects.

The number of potential opportunities in the International donor market remains encouraging despite it being very competitive. In Turkey, which benefits from significant funding as a candidate country for admission to the EU, we completed 11 projects with values of between €1.1m and €16.4m. We have also won 11 more projects with values ranging from €1.1m to €9.1m and can see a good pipeline of new work supported by EU and World Bank funded programmes.

In Poland, although the highways development programme is now being re-phased, we have been able to redeploy resources to exploit opportunities created by the new focus on infrastructure development. During the period WYG signed almost 150 new contracts in Poland with a total value of more than €21.0m. The most significant of these was the Rapid Response Instrument, a €10.4m contract under which WYG is providing business consultancy and training services to companies across Poland to help them overcome the negative effects of the economic slowdown. We have strengthened our presence in the Western Balkans with the commencement of six projects in Macedonia, Croatia and Serbia, where a major project providing capacity building in public financial management and administration to the Ministry of Finance has mobilised.

Our activity in the CIS has recovered after a difficult period with two World Bank project wins in Kyrgyzstan providing capacity building in human resource management in the Ministry of Finance and strategy development in pilot projects across a number of ministries. In Turkmenistan we began work on an EU-funded project to improve the quality and relevance of professional education while in Russia, we began work on preparing a medium-term social and economic development programme and investment plan for Nizhni Novgorod Oblast.

The civil unrest caused by the 'Arab Spring' has disrupted the flow of donor funding into the region. In Syria, a core target country for WYG, the violence has led to a suspension of our work there and resulted in a temporary loss of revenue from four projects. Looking forward, although fallout from the Arab Spring is likely to continue into the next period, some significant upside is expected as donors seek to provide post-conflict support for job creation, good governance and basic infrastructure in Egypt, Libya, Morocco and Tunisia.

In line with our strategy, we continue to diversify the business, both geographically and in terms of our donor clients. In Asia we were awarded our first project in Bangladesh, an EU private sector development project supporting the development of small and medium sized enterprises and work began in Laos on a major World Bank public financial management programme. We have also completed public financial management projects in Nepal, Tajikistan, Moldova, the Maldives, and education projects in Cambodia, Croatia and Montenegro.

In southern Africa, we continued to branch out from our South Africa base with a project win in Malawi where we are part of an international consortium under an EU-funded initiative supporting democratic governance processes, and with an extension of our input into a project in Nigeria supporting the development of good governance.

Although the domestic outlook for Risk & Assurance Services remains challenging as overall funding remains slow, in our other regions the overall outlook, particularly in the international development sector, remains good with donor funding continuing to be made available and donors making commitments for future funding.

Unaudited consolidated income statement

For the six months ended 30 September 2011

* Operating profit/(loss) includes amounts in relation to share option charges of £1m (2010: £0.2m); see note 6.

Details of exceptional and other items are given in note 6.

The financial year end moved to 31 March in 2011 so the period reported was nine months.

The accompanying notes to the interim results are an integral part of this consolidated income statement.

Unaudited consolidated statement of comprehensive income

For the six months ended 30 September 2011

Unaudited consolidated balance sheet

As at 30 September 2011

Unaudited consolidated statement of changes in shareholders' equity

For the six months ended 30 September 2011

December 2010 has been restated for the changes reflected in March 2011 where the profit and loss account has been reduced by £14,854,000 and share capital and share premium increased by £10,560,000 and £4,294,000 respectively. This was to reflect the legal measurement of share capital and premium on the issue of ordinary and preference shares as required by the Companies Act 2006.

Unaudited consolidated statement of changes in shareholders' equity (continued)

For the six months ended 30 September 2011

* The transfers are disclosed in note 16.

Unaudited consolidated cash flow statement

For the six months ended 30 September 2011

1. Company details

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 is traded on AIM, a market operated by the London Stock Exchange plc

The principal activity of the Group in the period under review was that of international multi-skilled consultant. The Group's revenue derives from activities in the UK, Ireland and International.

2. Basis of preparation

This condensed consolidated interim financial information for the six months ended 30 September 2011 should be read in conjunction with the financial statements for the period ended 31 March 2011, which are available on the Company's website at www.wyg.com, and have been prepared in accordance with IFRSs as adopted by the European Union.

This condensed consolidated interim financial information was approved for issue on 1 December 2011.

This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 March 2011 were approved by the Board of Directors on 25 July 2011 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified and did not contain any statement under Section 498 of the Companies Act 2006.

The condensed consolidated interim financial information has neither been reviewed nor audited.

3. Accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 March 2011, as described in those annual financial statements.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected annual earnings.

4. Segmental information

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 the Chief Executive Officer the Group Finance Director and the Group Commercial Director. 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. 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 as follows:

·; Buildings & Critical Infrastructure;

·; Transport;

·; Energy & Environment; and

·; Risk & Assurance Services.

The segmental results for the six months ended 30 September 2011 are as follows:

The segmental results for the six months ended 31 December 2010 are as follows:

Reportable segment assets are reconciled to total assets as follows:

5. Finance costs

6. Exceptional and other items

The Group has incurred exceptional items in the period. These predominantly arose from the non cash gain on debt restructuring and the associated transaction costs (principally fees to advisers). The details of the debt restructuring are disclosed in note 16.

Profit can be further analysed as follows:

7. Tax

The tax charge for the period has been calculated by applying the Directors' best estimate of the effective tax rate for the year with consideration to the geographic location of the profits, to the loss before tax for the period.

8. Earnings/(loss) per share

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

Following the share reorganisation the number of ordinary shares in issue for EPS purposes was 64,533,158. This number of shares if applied to the results for the six months ended 30 September 2011 would give an EPS of 59.5p and an adjusted EPS of (8.5p).

The number of shares used for earnings per share calculation for December 2010 has been restated to reflect the share reorganisation that took place as part of the financial restructuring on 15 July 2011.

9. Dividends

No dividend was proposed or paid in the six months to 30 September 2011 (2010: £Nil).

10. Goodwill

Goodwill is tested for impairment at the interim and financial year end reporting dates and whenever there are indications that it may have suffered an impairment. Goodwill is considered impaired to the extent that its carrying amount exceeds its recoverable amount, which is the higher of the value in use and the fair value less costs to sell of the cash generating unit to which it is allocated. In the impairment tests of goodwill performed in 2009 and 2010, the recoverable amount was determined based on the value in use calculations.

Management based the value in use calculations on cash flow forecasts derived from the most recent financial forecasts approved by the Board including certain sensitivities, in which the principal assumptions were those regarding sales growth and changes in direct costs.

Following the review at 30 September 2011, management decided that no further impairment was necessary.

11. Property, plant and equipment and intangible assets

12. Work-in-progress

The value of work in progress comprises the costs incurred on a contract plus an appropriate proportion of overheads and attributable profit. Profit is recognised on a percentage completion basis when the outcome of a contract or project can be reasonably foreseen. Provision is made in full for estimated losses.

13. Trade and other receivables

14. Financial liabilities

15. Provisions, liabilities and other charges

Professional indemnity claims

Provisions are made for current and estimated obligations in respect of claims made by contractors and the general public relating to accident or other insurable risks as a result of the business activities of the Group. These include claims held by the Group's captive insurance company, Oakdale Insurance Company Limited.

Redundancy

Provision is made for current estimated future costs of redundancy and ex gratia payments to be made where this has been communicated to those employees concerned.

Vacant properties

The Group has a number of vacant leasehold properties, with the majority of the head leases expiring within the next five years. Provision has been made for the residual lease commitments together with other outgoings, after taking into account potential sub-tenant arrangements and assumptions relating to later periods of vacancy. An amount of £407,000 was reclassified into accruals and utilised in the period.

16. Share capital

As a result of the restructuring that took place in the period, the share reorganisation is reflected as follows:

Ordinary shares

Preference shares

Share capital restructuring

Debt for equity swap

On 12 July 2011, the Group completed a restructuring of its existing borrowing facilities of £58.2m with its lenders. The transaction resulted in total drawn borrowings of £52.8m (net £50.9m) being cancelled and converted into 4,540,758 convertible shares at 0.01 pence each.

The convertible shares are subject to certain conditions, and have rights of conversion into ordinary shares. The convertible shares have no voting, economic or other rights save certain circumstances, and are not be entitled to participate in a return of capital or assets. The convertible shares are not listed on AIM or any other investment exchange and the holder is entitled to convert the convertible shares into ordinary shares at any time provided that:

·; The Group's volume weighted average ordinary share price rises three times the placing price for a period of at least 25 consecutive trading days between the second and tenth anniversary following admission; or

·; An offer is made to acquire the entire issued share capital of the Group which becomes unconditional in all respects (or, if conducted by way of a scheme of arrangement, such scheme of arrangement becomes effective); or

·; The ordinary shares cease to be listed either on AIM or the main market of the London Stock Exchange.

The Group has recognised an exceptional gain of £49.7m during the period, representing the difference between the carrying value of £50.9m of the borrowings converted and the fair value of the convertible shares of £1.2m issued to the lenders at the date of the debt for equity swap.

The profit and loss reserve has been reduced by £49.7m and the share premium account increased by a similar amount to reflect the legal measurement of share capital and share premium on the issue of the convertible shares as required by the Companies Act 2006.

The convertible shares have been recorded as equity as the holders do not have an unconditional right to require their redemption.

Share reorganisation

Ordinary shares

The Group undertook a share reorganisation such that each existing ordinary share of 10 pence each was sub-divided into one extraordinary share of 0.002 pence each and one 'B' deferred share of 9.998 pence each.

The 'B' deferred shares had no voting rights or dividend rights and on a return of capital, shall have the right to receive an amount equal to the sum of the nominal value of such shares. The 'B' deferred shares were repurchased and subsequently cancelled on 23 September 2011.

The existing ordinary shares following the reorganisation but before the placing referred to below were consolidated into ordinary shares of 0.1 pence each. The share consolidation was on the basis of one post-consolidation ordinary share for every 50 existing ordinary shares giving 705,797 ordinary shares of 0.1 pence each.

Preference shares

The preference shares were re-designated as a new class of 'C' deferred shares with the same rights and restrictions as the deferred shares, and therefore, no economic value was attached to the 'C' deferred shares. The 'C' deferred shares carried no entitlement to dividends, no redemption premium on a sale or winding up and no voting rights. The 'C' deferred shares were repurchased and subsequently cancelled on 23 September 2011.

Placing

£30.6m (net of expenses) was raised by the issue of 64,000,000 new ordinary shares to new institutional investors at an issue price of 50 pence per new ordinary share. The new ordinary shares are identical to, and rank in full with, the post-consolidation ordinary shares for all dividends or other distributions declared, made or paid.

Share buyback

The Group repurchased and subsequently cancelled the entire issued share capital of the 'A', 'B' and 'C' deferred shares on 23 September 2011 for a total consideration of 1p. The nominal value of the amounts repurchased and cancelled has been transferred to the Capital Redemption Reserve.

17. Cash generated from operations

18. Analysis of net debt

Other non-cash movements represent currency exchange differences, the accrual of Payment in Kind (PIK) interest and the impact of the debt for equity swap.

19. Related party transactions

There have been no changes in the nature of related party transactions as described in the 2011 Annual Report and Accounts and there have been no new related party transactions which have had a material effect on the financial position or performance of the Group in the period to 30 September 2011.

20. Events after the Balance Sheet date

On 19 October 2011, the cancellation of the Company's share premium account and its capital redemption reserve, approved by shareholders at the AGM, was confirmed by an order of the High Court. A detailed note on the share capital and reserves of the Company, as amended by the capital reduction, will be included in the Company's next annual report and accounts.

21. Availability of interim report

The interim report will be posted to shareholders in due course and copies will be available at the Company's registered office at Arndale Court, Otley Road, Headingley, Leeds LS6 2UJ, and on the Company's website: www.wyg.com.