Interim Results

365 Corporation PLC
6 December 2001

6th December 2001



                             365 Corporation plc

                      Second Quarter and Interim Results


                  '365 to increase focus on Voice Services'

                                          Quarter   Quarter  6 months  6 months
                                            ended     ended     ended     ended
                                               30        30        30        30
                                        September September September September
                                             2001      2000      2001      2000
                                            £'000     £'000     £'000     £'000

Turnover                                   14,063    12,026    28,275    22,028

Gross profit                                4,530     4,840 9,722         8,843

Administrative expenses, excluding          7,949     7,807    16,882    14,657
goodwill and restructuring and other
one-off charges

Operating loss before goodwill and        (3,419)   (2,967)   (7,160)   (5,814)
restructuring and other one-off charges

Goodwill amortisation and impairment        6,595     6,312    10,200    12,144
Restructuring and other one-off charges     1,900         -     1,900         -

Operating loss                           (11,914)   (9,279)  (19,260)  (17,958)


*       Half year turnover up 28% to £28.2m (H1 2001: £22.0m) and operating
loss before goodwill and one-off charges up 23% to £7.1m (H1 2001: £5.8m)

*       Quarterly turnover up 17% to £14.1m (Q1 2001: £12.0m) and operating
losses before goodwill and one-off charges up 15% to £3.4m (Q1 2001: £3.0m)

*       Restructuring and other one-off charges of £1.9m, which mainly include
costs to accelerate cost reduction program.  Quarterly administrative expenses
significantly reduced to £7.9m (Q1 2002: £8.9m)

*       Slowing cash consumption (£1.0m improvement compared to previous
quarter) with sufficient cash (£17.9m) to move ongoing operations into profit

*       Heads of agreement signed with Chrysalis to hive-off internet division
and cap funding obligations to less than £1m

*       Eckohtec deals concluded with Granada Enterprises, Emap Radio and
Static 2358

*       Breakthrough Eckohtec contract to design, build and host a voice
portal for Virgin Mobile



Martin Turner, Chief Executive Officer, commented today:



 'We are taking significant steps with the reorganisation of 365's business
and implementing solutions to deliver a profitable, growth company.



The partnership with Chrysalis is a turning point for 365 and provides the
best solution for our web content operation, while capping our future funding
in this area to less than £1m.  Our Consumer Division will now focus its
resources on driving forward our profitable Voice Services business, and
ensuring that we maximise the considerable Eckohtec opportunity that has been
clearly demonstrated by the recently announced deals with Virgin Mobile,
Granada, Emap and Static.



We continue to make good progress with our cost reduction and efficiency
improvement program within our Business Division, and are exploring strategic
ways to move this business quickly into profitability and create long-term
value for our shareholders.



Despite an increase in restructuring costs during the quarter, significant
progress has been made and we are confident of 365's future success.'



For further enquiries, please contact


365 Corporation plc                                  Tel: [phone]
Martin Turner, Chief Executive Officer

Nik Philpot, Chief Operating Officer
www.365corp.com

Financial Dynamics                                   Tel: [phone]
Fiona Meiklejohn/ Ben Atwell





Interim Report for the Quarter and Six Months ended 30 September 2001

Financial data (£'000)
                              3 months  3 months  3 months  3 months  3 months
                                 ended     ended     ended     ended     ended
Quarterly                       30 Sep    31 Dec    31 Mar    30 Jun    30 Sep

                                  2000      2000      2001      2001      2001
Revenue

Consumer Division - ongoing      5,794     5,749     6,389     6,307     6,312
operations
Consumer Division - internet     1,703     1,776     1,364     1,343     1,245
and television
Business Division                4,529     6,062     6,774     6,562     6,506
Total revenue                   12,026    13,587    14,527    14,212    14,063

Cost of sales                  (7,186)   (8,085)   (9,703)   (9,020)   (9,533)
Total gross profit               4,840     5,502     4,824     5,192     4,530

Administrative expenses*       (7,807)   (9,408)   (11,278)  (8,933)   (7,949)
Operating loss*                (2,967)   (3,906)   (6,454)   (3,741)   (3,419)

Ongoing operations             (1,021)   (2,062)   (3,590)   (2,010)   (2,253)

Internet and television        (1,946)   (1,844)   (2,864)   (1,731)   (1,166)


*  before goodwill, restructuring and other one-off charges



As detailed below we have announced our intention to transfer the internet
operations out of 365 and have closed Television365.  We have separated the
results of these operations from ongoing Consumer operations in order to
indicate the underlying business going forward.



Consumer Division - Ongoing Operations



Ongoing Consumer operations comprise our voice services activities, hosted
call termination services and mobile phone provisioning for external customers
and the Business Division.  Voice activities include both the Eckoh voice
portal and Eckohtec, our fast-growing client services business for speech
applications.  The Consumer Division has its principal operations located in
Hemel Hempstead (including our hosting platform and related infrastructure),
with a technical support operation in Montpelier, France.



During September Eckohtec announced significant revenue generating contracts
with Granada Enterprises, Emap Radio and Static 2358.  We will be providing
national and premium rate phone services to Granada's This Morning show and
interactive voice services to all Emap's radio stations and Static's
interactive entertainment channel, Playjam. These deals exploit our in-house
developed Eckoh voice technology and existing voice assets (including our
4,000-port call handling platform).



Revenues from ongoing operations increased 17% to £12.6m for the half year (H1
2001: £10.8m) whilst gross profits increased 11% to £4.2m (H1 2001: £3.8m).
Gross profit margin of 33% for the half year reduced slightly from last year
(H1 2001 35%). Second quarter revenue of £6.3m remained flat compared to the
previous quarter (Q1: £6.3m) but increased 9% from the same quarter last year
(Q2 2001: £5.8m).  The benefit from the recently announced Eckohtec contracts
with Virgin, Granada, Emap and Static will start to flow through from the
third quarter.



Administrative expenses (before goodwill, restructuring and other one-off
charges) of £4.3m for the half year are significantly higher than for the same
period last year (2001: £2.3m).  This is due to the inclusion of the Consumer
Mobile business, acquired in September last year, for the full period plus the
investment in Eckoh.  In response to strong demand from third party clients,
the Group increased its net investment in its Voice Services technology by a
further £0.8m during the Second Quarter.



Consumer Division - Internet and Television Operations



On 26 November 2001 we announced that 365 and Chrysalis Group plc ('Chrysalis
') had signed a heads of agreement to transfer their respective internet
content businesses and related assets to a new Company ('Newco').  Rivals,
Chrysalis' internet content business, operates Europe's largest network of
independent fan-driven sports web sites, and the new entity brings together
two of the three biggest players in the European digital sports market to
create the number one company in this field.  The merged business will provide
its 3 million plus users with access to its broad, fan-based sports network,
which will be supporting and complementing 365's flagship titles in the major
sports arenas.



Following completion of the transaction, expected by 31 December 2001, 365
will retain a non-controlling minority interest in Newco.  It is intended that
the shareholdings in Newco will be as follows: 365 40%, Chrysalis 40% and
Newco Management 20%.



Operating funds of £2.0m will be jointly provided to Newco by 365 (£0.7m) and
Chrysalis (£1.3m) and are considered sufficient to support Newco's operations
for the next eighteen months.  In addition, 365 and Chrysalis will each make
available a further £0.25m to Newco for future acquisitions.  Neither 365 nor
Chrysalis will have further funding obligations to Newco beyond these
investments.



The Board of 365 believes that the formation of Newco with Chrysalis
represents the best opportunity to maximise the value of 365's internet
investment made to date, and that by leading consolidation of the sports
internet market, value can be created in the entrepreneurial and focused
environment of Newco.



We also intend to sell or close our remaining internet content operation in
Alabama within the next 90 days.  An announcement of the terms of this
disposal will be made in due course.



On 1 December we closed Television365 following the ongoing review and
rationalisation of our operations.  Despite some considerable success in
securing a number of digital television commissions over the past 18 months,
Television365 is not considered to be a core component of our strategy moving
forward.



The internet and television operations generated turnover of £1.2m in the
second quarter, down 7% from the first quarter (Q1: £1.4m), but quarterly
losses (before goodwill and one-off charges) reduced significantly by 33% to £
1.2m for the quarter (Q1: £1.7m).



Business Division



During the quarter the Business Division, in common with many of our
competitors, suffered from weaker demand for new hardware installations, which
resulted in a marginal decline in overall revenues (£6.5m) compared to the
previous quarter (Q1: £6.6m).  Partially offsetting this decline, revenues
from network services (fixed line and mobile) continued to perform well, with
our active customer base increasing by 8% from 5,532 at 30 June 2001 to 5,984
at 30 September 2001.  Half-year revenue increased to £13.1m compared to £8.1m
for the same period last year.

Due to reduced hardware revenue combined with a fixed engineering cost
component of cost of sales, gross margins reduced to 23% for the second
quarter (Q1 2002: 27%).  The margin is expected to improve in future periods
as we reduce these fixed costs in line with ongoing revenues.

We have continued to implement a cost reduction and efficiency improvement
program throughout the Division in order to bring our cost structure in line
with current trading volumes and achieve a breakeven position as quickly as
possible.  Administrative expenses (before goodwill and one-off charges) for
the quarter were £3.0m compared to £3.2m for the first quarter. Staffing
levels have reduced from a peak of 254 in March 2001 to 195 as at 30 September
2001, and are expected to further reduce to around 165 before the end of this
financial year.

At a strategic level, we are actively looking for alliances and partnerships
with third parties in order to share costs and resources, and accelerate our
move into profitability.

Following further declines in the market valuations of telecommunications
businesses and the consolidation of previously acquired businesses, goodwill
impairment write-downs of £3.7m were recorded during the second quarter.

Corporate, liquidity and cash resources

Corporate overheads (excluding restructuring and other one-off charges) for
the quarter reduced from £0.8m to £0.6m compared to the previous quarter.

At the time of the release of the Group's first quarter results in August, we
stated that we were focussed on moving 365 towards profitability and positive
cash flow.  As part of an ongoing process of closure and restructuring of
operations designed to achieve our stated strategy, second quarter
restructuring and other one-off charges were £1.9m.  Much of this relates to
further cost reductions in the Business Division and the rationalisation of
operations, plus a one-off charge of £0.7m relating to an adjustment to
correct advance invoicing in one of the acquired businesses during the
previous year.

The Group remains in a strong financial position with cash reserves of £17.9m
at the end of September, and has significantly reduced monthly cash
consumption over the past three months as its cost reduction measures start to
take effect.

Current Trading And Outlook

The recently announced internet transaction with Chrysalis is a significant
step towards moving 365 into profit and positive cash flow.  Excluding
internet operations and the investment in Eckohtec, the Consumer Division is
currently profitable and cash generative.  We remain confident of adding to
our Eckohtec client list over the next few months, and are in discussions with
a number of large organisations looking for speech-driven business
applications.  Since the end of the second quarter, the Business Division has
delivered improved financial performance, largely due to overhead reductions
and increased gross margins.  The Directors are confident of 365's future
success.

Consolidated profit and loss account
for the quarter and six months ended 30 September 2001

                                          Quarter   Quarter  6 months  6 months
                                            ended     ended     ended     ended
                                   Note
                                               30        30        30        30
                                        September September September September
                                             2001      2000      2001      2000
                                        unaudited unaudited unaudited unaudited
                                            £'000     £'000     £'000     £'000

Turnover                           3,4     14,063    12,026    28,275    22,028

Ongoing operations                         12,818    10,323    25,687    18,910

Internet and television operations          1,245     1,703     2,588     3,118

Cost of sales                             (9,533)   (7,186)  (18,553)  (13,185)

Gross profit                                4,530     4,840     9,722     8,843
Administrative expenses before              7,949     7,807    16,882    14,657
goodwill, restructuring and other
one-off charges
Amortisation and impairment of              6,595     6,312    10,200    12,144
goodwill
Restructuring and other one-off             1,900         -     1,900         -
charges
Total administrative expenses              16,444    14,119    28,982    26,801
Operating loss before goodwill,    3,4    (3,419)   (2,967)   (7,160)   (5,814)
restructuring and other one-off
charges
Ongoing operations                        (2,253)   (1,021)   (4,263)   (1,721)

Internet and television operations        (1,166)   (1,946)   (2,897)   (4,093)

Operating loss                           (11,914)   (9,279)  (19,260)  (17,958)
Ongoing operations                        (9,482)   (2,587)  (13,965)   (4,620)

Internet and television operations        (2,432)   (6,692)   (5,295)  (13,338)

Net interest receivable                       233       699       511     1,441
Loss on ordinary activities before       (11,681)   (8,580)  (18,749)  (16,517)
taxation

Taxation                                        -       (3)         9      (26)
Loss on ordinary activities after        (11,681)   (8,583)  (18,740)  (16,543)
taxation

Minority interests                           (56)         6     (104)        57
Loss for the period                     (11,737)    (8,577)  (18,844)  (16,486)



Loss per ordinary share             5

Basic and diluted loss per share           (5.8p)    (4.3p)    (9.3p)    (8.3p)

Basic and diluted loss per share           (1.6p)    (1.1p)    (3.3p)    (2.2p)
before goodwill charges and
restructuring and other one-off
charges


Statement of total recognised gains and losses
for the quarter and six months ended 30 September 2001

                     Quarter ended Quarter ended 6 months ended 6 months ended
                      30 September  30 September   30 September   30 September
                              2001          2000           2001           2000
                         unaudited     unaudited      unaudited      unaudited
                             £'000         £'000          £'000          £'000

Loss for the period       (11,737)       (8,577)      (18,844)        (16,486)
Exchange adjustments           202            69            275             22
Total recognised          (11,535)       (8,508)       (18,569)       (16,464)
losses for the
period

Prior period                     -             -              -          1,992
adjustment

Total recognised          (11,535)       (8,508)       (18,569)       (14,472)
losses since last
period


Consolidated balance sheet
as at 30 September 2001
                                                        30          30 31 March
                                                 September   September
                                                      2001        2000     2001
                                                 unaudited   unaudited  audited
                                                     £'000       £'000    £'000
Fixed assets

Intangible fixed assets                             15,099      39,058   24,985
Tangible fixed assets                                2,849       2,263    3,179
                                                    17,948      41,321   28,164
Current assets

Stock - finished goods                               1,182       1,056    1,401
Debtors                                             13,862      11,281   14,566
Investments - short term deposits                   16,026      36,435   24,250
Cash at bank and in hand                             1,865       4,279    1,702
                                                    32,935      53,051   41,919


Creditors: amounts falling due within one year    (12,603)     (9,667) (12,205)
Net current assets                                  20,332      43,384   29,714
Total assets less current liabilities               38,280      84,705   57,878

Creditors: amounts falling due after more than       (244)     (1,706)    (279)
one year
Provisions for liabilities and charges             (2,543)       (124)  (3,371)

Net assets                                          35,493      82,875   54,228


Capital and reserves
Called up share capital                                506         500      505
Shares to be issued                                    384       1,822      752
Share premium account                               72,425      72,320   72,425
Merger reserve                                      38,633      37,528   38,536
Profit and loss account                           (76,425)    (29,160) (57,856)
Total equity shareholders' funds                    35,523      83,010   54,362
Minority interests                                    (30)       (135)    (134)
Capital employed                                    35,493      82,875   54,228


Consolidated cash flow statement
for the quarter and six months ended 30 September 2001

                                          Quarter   Quarter 6 months   6 months
                                            ended     ended ended         ended
                                   Note
                                               30        30        30        30
                                        September September September September
                                             2001      2000      2001      2000
                                        unaudited unaudited unaudited unaudited
                                        £'000         £'000     £'000     £'000

Net cash outflow from operating     8   (3,568)     (3,505) (7,403)     (7,582)
activities

Return on investments and
servicing of finance
Net interest received                         230       616       551     1,394
Taxation                                        -      (74)         -      (72)
Capital expenditure and financial
investment
Purchase of tangible fixed assets           (164)     (266)     (452)     (916)
Acquisitions

Net cash acquired with subsidiary               -         9         -       420
undertakings
Purchase of subsidiaries                        -   (1,749)         -   (5,121)
Consideration paid in respect of                -         -     (722)         -
prior period acquisitions
                                                -   (1,740)     (722)   (4,701)

Cash outflow before use of liquid         (3,502)   (4,969) (8,026)    (11,877)
resources and financing

Management of liquid resources
Decrease in short-term deposits               474     6,825     8,224    13,065
Financing
Issue of shares                                 -         1         -        14
Capital element of finance lease             (11)      (21)      (35)      (56)
payments
                                             (11)      (20)      (35)      (42)
(Decrease)/increase in cash in the        (3,039)     1,836       163     1,146
period


Notes to the second quarter and 6 months

1.      Basis of preparation

The results for the quarter and six months ended 30 September 2001 have been
prepared using accounting policies consistent with those set out in the
Company's consolidated 2001 statutory accounts. These results do not
constitute statutory accounts within the meaning of section 240 of the
Companies Act 1985 and are unaudited.

Financial information for the quarter and six months ended 30 September 2000
has been extracted from the accounting records of the group and is unaudited.

The balances and results as at 31 March 2001 have been extracted from the
statutory accounts, which have been filed with the Registrar of Companies.
The auditors' report on those accounts was unqualified and did not contain any
statement under section 237 of the Companies Act 1985.

In previous periods operating loss and loss per share figures were stated
before National Insurance and other similar charges on share options.  The
charge in relation to this is now considered to be immaterial and as a result
this charge is not shown separately from administrative expenses.  Prior
period numbers have been restated to reflect this change.

The results for the quarter and six months ended 30 September 2001 were
approved by the Board on 5 December 2001 and will be posted on the Company's
web site, www.365corp.com, on 6 December 2001.

2.      Operating data September 2000 to September 2001
       (in millions unless otherwise stated)

                                           Sep     Dec     Mar     Jun     Sep
                                          2000    2000    2001    2001    2001
Consumer Division
Unique users(1)                            2.4     2.9     3.0     2.4     2.0
User sessions(2)                          14.0    13.7    16.0    15.3     9.0
Voice services minutes(3)                  7.0     5.9     5.9     6.0     6.0
Business Division
Business customers - actual number(4)    3,945   4,518   5,159   5,532   5,984
Business minutes(5)                       17.5    14.2    20.4    23.4    21.2

Notes:

1.      365 defines the number of unique users in a month as the number of
people who visit one of 365's web sites (including those web sites created and
hosted by 365 for third parties) during a month, telephone one of 365's voice
services during a month or are registered to receive an e-mail product at a
selected mid-month date.  If a person uses the same 365 service more than once
in a month they are counted only once as a unique user.  If, however, that
person uses more than one 365 service during that month, they are counted as a
unique user once for each service used.

2.      365 defines the number of user sessions in a month as the number of
times that each 365 service is used.  If a user leaves a web site and returns
more than 30 minutes later the return visit is counted as a separate user
session.  E-mail user sessions represent the number of registered subscribers
at the date selected to determine the number of unique e-mail users multiplied
by the number of issues in that month of the e-mail service they are
registered to receive.  Each incoming call to 365's voice services represents
a user session.

3.      365 defines the number of voice services minutes in a month as the
number of minutes recorded by 365 and its carriers in respect of calls to
365's voice services in that month.

4.      365 defines the number of business customers at each month end as the
total number of customers at that month end who have been billed for that
month.

5.      365 defines the number of business minutes in a month as the number of
minutes tracked by the carriers' systems which are billed to the Business
Division's customers in that month.

3.      Segmental analysis - for the quarter ended 30 September 2001

Turnover and loss before taxation are classified below by class of business
and by geographical area by origin, which is not materially different from
geographical area by destination.


                  Consumer        Business     Group Overhead    Total Group
                  Division        Division
Business       Quarter Quarter Quarter Quarter Quarter Quarter  Quarter Quarter
Analysis (£      ended   ended   ended   ended   ended   ended    ended   ended
'000)
               30 Sep  30 Sep  30 Sep  30 Sep  30 Sep  30 Sep  30 Sep   30 Sep
               2001    2000    2001    2000    2001    2000    2001     2000

Turnover         7,557   7,497   6,506   4,529       -       -   14,063  12,026
Ongoing          6,312   5,794   6,506   4,529       -       -   12,818  10,323
operations
Internet and     1,245   1,703       -       -       -       -    1,245   1,703
television
operations
Cost of sales    4,535   4,133   4,998   3,053       -       -    9,533   7,186
Gross profit     3,022   3,364   1,508   1,476       -       -    4,530   4,840
Administrative   4,406   4,798   2,959   2,212     584     797    7,949   7,807
expenses
before
goodwill,
restructuring
and other
one-off
charges
Operating loss (1,384) (1,434) (1,451)   (736)   (584)   (797)  (3,419) (2,967)
before
goodwill,
restructuring
and other
one-off
charges
Ongoing          (218)     512 (1,451)   (736)   (584)   (797)  (2,253) (1,021)
operations
Internet and   (1,166) (1,946)       -       -       -       -  (1,166) (1,946)
television
operations
Goodwill         2,231   5,869   4,364     443       -       -    6,595   6,312
amortisation
and impairment
Restructuring      371       -     941       -     588       -    1,900       -
and other
one-off
charges
Operating loss (3,986) (7,303) (6,756) (1,179) (1,172)   (797) (11,914) (9,279)
Ongoing        (1,337)   (611) (6,756) (1,179) (1,172)   (797)  (9,265) (2,587)
operations
Internet and   (2,649) (6,692)       -       -       -       -  (2,649) (6,692)
television
operations
Net interest         -       7      11      29     222     663      233     699
receivable
Loss on        (3,986) (7,296) (6,745) (1,150)   (950)   (134) (11,681) (8,580)
ordinary
activities
before
taxation


                      Turnover            Operating loss before goodwill,
                                      restructuring and other one-off charges
                   Quarter  Quarter         Quarter ended         Quarter ended
                     ended    ended
Geographical        30 Sep   30 Sep                30 Sep                30 Sep
analysis (£'000)
                      2001     2000                  2001                  2000

United Kingdom      13,861   11,818               (3,242)               (2,103)
and Ireland
France                   2       96                  (72)                 (585)
Germany                  -        -                     -                   (3)
Chile                    -       45                     -                  (13)
South Africa            82       16                  (33)                 (151)
USA                    118       51                  (72)                 (112)
                    14,063   12,026               (3,419)               (2,967)

4.       Segmental analysis - for the six months ended 30 September 2001

Turnover and loss before taxation are classified below by class of business
and by geographical area by origin, which is not materially different from
geographical area by destination.


                   Consumer        Business     Group Overhead     Total Group
                   Division        Division
                    6        6        6       6       6       6      6      6 
               months   months   months  months  months  months months months
                ended    ended   ended   ended   ended   ended   ended   ended
              30 Sep   30 Sep  30 Sep  30 Sep  30 Sep  30 Sep   30 Sep   30 Sep
Business        2001     2000    2001    2000    2001    2000     2001     2000
Analysis (£
'000)

Turnover       15,207   13,903  13,068   8,125       -       -   28,275   22,028
Ongoing        12,619   10,785  13,068   8,125       -       -   25,687   18,910
operations
Internet and    2,588    3,118       -       -       -       -    2,588    3,118
television
operations
Cost of sales   8,780    7,716   9,773   5,469       -       -   18,553   13,185
Gross profit    6,427    6,187   3,295   2,656       -       -    9,722    8,843
Administrative  9,391    8,769   6,113   4,298   1,378   1,590   16,882   14,657
expenses
before
goodwill,
restructuring
and other
one-off
charges
Operating loss(2,964)  (2,582) (2,818) (1,642) (1,378) (1,590)  (7,160)  (5,814)
before
goodwill,
restructuring
and other
one-off
charges
Ongoing          (67)    1,511 (2,818) (1,642) (1,378) (1,590)  (4,263)  (1,721)
operations
Internet and  (2,897)  (4,093)       -       -       -       -  (2,897)  (4,093)
television
operations
Goodwill        4,302   11,312   5,898     832       -       -   10,200   12,144
amortisation
and impairment
Restructuring     371        -     941       -     588       -    1,900        -
and other
one-off
charges
Operating loss(7,637) (13,894) (9,657) (2,474) (1,966) (1,590) (19,260) (17,958)
Ongoing       (2,125)    (556) (9,657) (2,474) (1,966) (1,590) (13,748)  (4,620)
operations
Internet and  (5,512) (13,338)       -       -       -       -  (5,512) (13,338)
television
operations
Net interest        -        -      15      53     496   1,388      511    1,441
receivable
Loss on       (7,637) (13,894) (9,642) (2,421) (1,470)   (202) (18,749) (16,517)
ordinary
activities
before
taxation


                     Turnover       Operating (loss)/profit before goodwill,
                                     restructuring and other one-off charges
                 6 months 6 months        6 months ended        6 months ended
                    ended    ended
Geographical       30 Sep   30 Sep                30 Sep                30 Sep
analysis (£'000)
                     2001     2000                  2001                  2000

United Kingdom     27,859   21,691               (6,851)               (4,077)
and Ireland
France                 36      167                  (99)               (1,144)
Germany                 -        -                     -                   (5)
Chile                  46       84                    46                  (33)
South Africa          119       19                 (106)                 (313)
USA                   215       67                 (150)                 (242)
                   28,275   22,028               (7,160)               (5,814)

5.      Loss per ordinary share of 0.25p each

                                    Quarter     Quarter    6 months    6 months
                                      ended       ended       ended       ended
                                         30          30          30          30
                                  September   September   September   September
                                       2001        2000        2001        2000
                                      £'000       £'000       £'000       £'000

Loss for the period before          (3,242)     (2,265)     (6,744)     (4,342)
goodwill, restructuring and
other one-off charges

Goodwill amortisation and           (6,595)     (6,312)    (10,200)    (12,144)
impairment

Restructuring and other one-off     (1,900)           -     (1,900)           -
charges

Loss for the period                (11,737)     (8,577)    (18,844)    (16,486)

Weighted average number of
shares in the period:

Basic and diluted               202,000,355 199,537,382 201,909,867 198,986,953

Basic and diluted loss per           (1.6p)      (1.1p)      (3.3p)      (2.2p)
share before goodwill,
restructuring and other one-off
charges

Goodwill amortisation and            (3.3p)      (3.2p)      (5.1p)      (6.1p)
impairment

Restructuring and other one-off      (0.9p)           -      (0.9p)           -
charges

Basic and diluted loss per           (5.8p)      (4.3p)      (9.3p)      (8.3p)
share


None of the contingently issuable shares or share options gives rise to a
dilution in the loss per share due to the losses made in the period.

The prior period loss per share figures have been restated due to the
reanalysis of National Insurance and other similar charges on share options,
as explained in Note 1.

6.      Share capital and reserves

                              Ordinary Shares to      Share  Merger  Profit and
                                 share be issued    premium reserve        loss
                               capital              account             account
                                 £'000     £'000      £'000   £'000       £'000

At 1 April 2001                    505       752     72,425  38,536    (57,856)

Loss for the period                  -         -          -       -    (18,844)

Exchange adjustments                 -         -          -       -         275

Contingent share                     1      (98)          -      97           -
consideration for
acquisitions

Movement in fair value of            -     (270)          -       -           -
contingent share
consideration

At 30 September 2001               506       384     72,425  38,633    (76,425)


7.      Reconciliation of movement in shareholders' funds

                                     Quarter    Quarter 6 months    6 months
                                       ended      ended ended       ended
                                          30         30          30          30
                                   September  September   September   September
                                        2001       2000        2001        2000
                                       £'000      £'000       £'000       £'000

Opening shareholders' funds           47,094     89,848      54,362      94,941
Loss for the period                 (11,737)    (8,577)    (18,844)    (16,486)
Shares issued for acquisitions             -        318           -       2,691
Premium on shares issued to                -          -           -          87
employees
Net movement in contingent share        (36)      1,352       (270)       1,742
consideration
Employee share options exercised           -          -           -          13
Exchange adjustments                     202         69         275          22
Closing shareholders' funds           35,523     83,010      35,523      83,010


8.      Net cash outflow from operating activities

                                      Quarter    Quarter 6 months   6 months
                                        ended      ended ended      ended
                                           30         30         30         30
                                    September  September  September  September
                                         2001       2000       2001       2000
                                        £'000      £'000      £'000      £'000

Operating loss                       (11,914)    (9,279)   (19,260)   (17,958)
Depreciation                              459        248        782        563
Amortisation and impairment of          6,683      6,356     10,357     12,228
intangible assets

(Increase)/decrease in stock             (26)      (381)        219      (390)

Decrease/(increase) in debtors            509      (336)      (136)    (1,974)

Increase)/(decrease) in creditors/        721      (113)        635       (51)
provisions

                                      (3,568)    (3,505)    (7,403)    (7,582)