Final Results

IQE PLC 20 March 2002 FOR IMMEDIATE RELEASE 20TH MARCH 2002 IQE plc 4TH QUARTER AND FULL YEAR RESULTS, 2001 IQE plc (IQE), the world's leading global outsource supplier of customised epitaxial wafers to the semiconductor industry, is pleased to announce its 4th Quarter and Full Year Results for the period ended 31 December 2001. Key Points * Sales for the full year up by 40% to £42.047m (2000: £30.117m). * Operating loss for the full year before goodwill and exceptionals at £3.467m, compared with a profit in the prior year (2000: £1.995m). * Q4 sales at £7.696m, 27% decrease compared to the same period in 2000. (Q4/2000: £10.478m). * Q4 operating loss before goodwill amortisation and operating exceptional items at £3.795m, compared with a profit in the same period in 2000 (Q4/2000: £1.008m). * Q4 Operating cash outflow held at £4.516m, and capital expenditure reduced to £2.784 m compared to £14.559m in the same period in 2000. * Agreements signed with Motorola for exploitation of their revolutionary GaAs on silicon technology. IQE is the first licensee with a fifteen month exclusive supply arrangement. * Motorola makes a significant equity investment in IQE, followed by successful Placing and Open Offer of 13.152m shares, raising £24.958m (net of expenses). * Continuing significant progress at IQE Silicon Compounds with successful completion of additional customer qualification programmes and receipt of pilot production orders, including for SiGe products. Subsequent to the year end, strategic partnership established with AmberWave for high volume manufacture of epiwafers based on their proprietary (epsilon)MOS TM strained silicon technology. * Continued success in new product developments particularly with InP HBTs, InGaP HBTs, APDs, 1.3micron VCSELS and SiGe. Commenting on the results, Dr Drew Nelson, President and CEO, said 'As previously reported, trading remains difficult. However, IQE has continued to build a very powerful product portfolio, which are creating some unique opportunities for the Group, including our partnership with Motorola and the strategic partnership with Amberwave on strained silicon technology. Our cash position is strong, we are keeping a tight control on costs and we do not require high levels of ongoing capex to increase revenue significantly. As the market returns across the various semiconductor sectors, we feel IQE is uniquely placed to benefit, particularly as we believe outsourcing is poised to become a key theme with many companies, as evidenced by the increasing number of outsourcing wins for IQE during the last few months.' For further information please contact: Drew Nelson, President and CEO, IQE plc (029) 20 839405 Richard Clarke, Finance Director, IQE plc (029) 20 839407 Tim Thomson/Nicola Cronk, Buchanan Communications (0207) 466 5000 4th QUARTER AND FULL YEAR RESULTS INTRODUCTION Although there were some signs of recovery in the wireless electronics market in the 4th quarter, this was offset by further deterioration in the opto-electronic market, where the component manufacturers (the main users of the Group's wafer products in this sector) continue to suffer from low demand and excess inventories as end user capital expenditure continues to fall. However, despite these difficult market conditions, IQE was able to show a 40% increase in sales for the year overall and a positive EBITDA £2.227m. RESULTS A further reduction in production volumes of opto-electronic products in Q4 combined with a slowing shortage of customer funded new development programmes meant that sales for the quarter were £7.696m, 7% less than the previous quarter and 27% down year on year (Q4/2000: £10.478m). However, for the full year to December, sales were 40% higher than the previous year at £42.047m (2000: £30.117m). The improvement in turnover for the year was a result of a strong first half performance in the opto-electronics sector. The new reactors installed in the second half of the previous year were brought on-line and we had a full year's contribution from Wafer Technology as well as the initial sales from IQE Silicon Compounds. Largely as a result of the high level of operational gearing in the UK and US III-V operations, gross margins in Q4, at -1.3%, were much lower than the previous quarter (Q3/2001: 15.8%) due to capacity utilisation issues. However, the US operation was also adversely impacted by lower sales margins and Wafer Technology suffered from a weaker product mix due to the decline in demand for Indium Phosphide and Gallium Arsenide substrates. As inventories are depleted, these trends will be reversed. In-house research and development effort in Q4 was £0.894m, representing 11.6% of sales (Q3/2001: £1.602 m, 19.5% of sales), to support new products such as InP HBTs, long wavelength VCSELs, GaInP HBTs, Avalanche Photodiodes (APDs) and GaAs on Silicon technology, all of which was expensed in the quarter. This included the £ 0.250m of research and development costs which had been capitalised earlier in the year. Total research and development costs for the twelve months amounted to £3.792 m (2000: £1.870 m), which was equivalent to 9.0% of sales (2000: 6.2% of sales). SG&A expenses were higher than in the previous quarter at £2.800 m (Q3/2001: £1.928 m), largely due to increases in year end provisions for doubtful debts and severance costs. As a consequence of this in-house R&D, the Group incurred an operating loss for the quarter before goodwill amortisation and operating exceptional items of £3.795m, compared with a profit in the corresponding period in 2000 (Q4/2000: £1,008m) and a loss in the previous quarter of £2.228m. Cumulatively, for the full year, the Group generated an operating loss before goodwill and exceptionals of £3.467m, compared with a profit in the prior year of £1.995m. This represents an operating margin of -8.2% as against 6.6% for last year. After crediting net interest income of £0.211m (2000: £1.208m) and charging operating exceptional items of £0.759m (2000: Nil) and goodwill amortisation relating to the Wafer Technology acquisition of £1.835m (2000: £0.209m), the Group operating result for the year before tax was a loss of £5.850m (2000: profit of £2.994m). The after tax loss was £5.580m (2000: profit of £1.809m) and the basic loss per share was 3.38 pence (2000: earnings per share of 1.24 pence). Excluding goodwill amortisation, the loss per share was 2.27 pence (2000: earnings per share of 1.38 pence). Excluding capital expenditure, the Group incurred an operating cash outflow in the quarter of £4.516m (Q4/2000: inflow of £5.113m) as a result of the operating losses and a substantial reduction in creditors, which more than offset reductions in debtors and stocks. For the twelve months the operating cash outflow totalled £7.066m (2000: inflow of £10.949m). A positive cash flow in the first quarter was eroded by working capital increases in the second quarter, in particular a short term increase in raw material stocks caused by the market slowdown, and further offset by the operating losses and reductions in creditors incurred in the second half. Having reduced substantially in Q3, capital expenditure reduced further in Q4 to £2.784m (Q3/2001: £3.475m) following the completion of the initial investment programme for IQE Silicon Compounds. A significant portion of this related to equipment required for the GaAs on Silicon development. Total capital expenditure for the year (net of lease financing) amounted to £25.170m (2000: £33.566m), bringing the net cash outflow for the year before financing to £31.704m (2000: £35.522m). As a result of the funds raised in Q4 through the Placing and Open Offer, the reduction in net cash funds for the year was only £8.980m. OPERATIONS During Q4, the Group was adversely affected by a slowing of new development contracts and a further decline in production orders from opto-electronic manufacturers, who continue to suffer from low end user demand and excess inventories as end user capital expenditure continues to fall. As a consequence, in order to reduce costs, the headcount in the UK epiwafer operation was reduced by 30 early in the new year. However, considerable progress was made in new product developments for next generation systems, particularly in InP HBTs, GaInP HBTs, long wavelength VCSELs, and SiGe products. In the wireless marketplace, the Group saw definite signs of improvement in trading conditions in Q4, with some significant production orders agreed with customers, however, the upturn remains patchy. New product development activity continues to be successful, with the Group's InP HBT wafers now designed into several new customer products. However, the main focus of R & D effort is on the revolutionary Motorola Three Five on Silicon ('TFOS') technology, on which considerable progress has been made. In particular, substantial modifications have been made to one of the larger MBE reactors in the US to produce TFOS substrates in sufficient quantities to support third party evaluation programmes. Discussions with several large companies on early adopter programmes are progressing. Wafer Technology continues to perform well on specialist wafer products, although their more mature business has also suffered as a consequence of the very difficult market conditions. Q4 saw some recovery in gallium arsenide substrates, but this was more than offset by a reduction in indium phosphide product, which also had a negative margin impact. The high gallium metal prices, which adversely impacted margins in Q3 have now reduced substantially, although the impact on costs continued to be felt throughout much of Q4. Overall, largely due to its broad product range and tightly controlled operating costs, Wafer Technology continues to outperform its competitors. IQE Silicon Compounds has now signed up 31 NDAs in total and has run 30 qualification programmes for 18 customers, including a number of silicon germanium structures on which there has been excellent customer feedback. A number of qualification programmes have now successfully completed and as a result the company has been running pre-production orders for some large European IC manufacturers. Subsequent to the quarter end the Group announced that a strategic partnership had been established with AmberWave for high volume manufacture of epiwafers based on their proprietary (epsilon)MOS TM strained silicon technology. Strained silicon has been identified as a solution to overcome the physical speed limitations presented by the material properties of elemental silicon and offers the silicon industry immediate and cost effective access to epiwafers that will increase speed and reduce power in conventional CMOS, facilitating substantial advancements in digital, wireless and opto-electronic applications. BOARD CHANGES Shortly after the year end, the Group was pleased to announce two Board changes. Dr Godfrey Ainsworth was appointed Non Executive Chairman as Dr Nelson split his role of Executive Chairman and Chief Executive and became President and Chief Executive. Secondly, we were pleased to announce the appointment of Mr Simon Gibson as Non-Executive Director. TRADING PROSPECTS As we previously noted, due to the ongoing decline in the opto-electronic communications industry and the patchy recovery in the wireless sector, IQE has continued to experience an extremely difficult trading environment in the first quarter of 2002. Although other areas of the business are moving ahead, including optical storage and IQE Silicon Compounds, where successful qualifications are continuing to be completed, the production ramp in these areas has not been swift enough to offset the decline in the optical communication products. As a result, it is expected that trading in the first half of 2002 will be weaker than the second half of 2001. However, we expect a steady improvement in trading to flow through in the second half of the year. The Board believes that, as the semiconductor industry recovers, the recent agreements with Motorola relating to the commercialisation of the GaAs on silicon technology and Amberwave in connection with their strained silicon technology open up exceptionally exciting opportunities for the Group. With outsourcing becoming a much more significant part of the compound semiconductor industry, as evidenced by recent outsource 'wins', IQE is well placed to consolidate its position as the leading outsource wafer manufacturer within the semiconductor industry. Dr Drew Nelson President & CEO IQE plc IQE PLC Accounts for 12 months to December 2001 3 months to 3 months to 12 months to 12 months to PROFIT AND LOSS ACCOUNT Note 31 Dec 2001 31 Dec2000 31 Dec 2001 31 Dec 2000 (All figures GBP000s) Turnover 7,696 10,478 42,047 30,117 Cost of Sales (7,796) (6,826) (32,381) (19,785) Gross Profit (100) 3,652 9,666 10,332 Gross Profit % (1.3) 34.9 23.0 34.3 S G and A Costs : Research/Development (894) (458) (3,792) (1,870) Selling/General/Administration (2,800) (2,187) (9,341) (6,468) Operating Profit/(Loss) before Goodwill/ (3,795) 1,008 (3,467) 1,995 Exceptionals Operating Profit/(Loss) % before Goodwill (49.3) 9.6 (8.2) 6.6 /Exceptionals Goodwill Written off 2 (472) (209) (1,835) (209) Exceptional Items 3 (253) (0) (759) (0) Operating Profit/(Loss) after (4,520) 799 (6,061) 1,786 Goodwill/Exceptionals Operating Profit/(Loss) % after Goodwill/ (58.7) 7.6 (14.4) 5.9 Exceptionals Interest Received/(Paid) (109) 589 211 1,208 Net Profit/(Loss) before Taxes (4,629) 1,388 (5,850) 2,994 Net Profit/(Loss) % (60.2) 13.2 (13.9) 9.9 Current Taxes (418) 555 (103) 75 Deferred Taxes 640 (1,260) 373 (1,260) Dividends 0 (0) (0) (0) Net Profit/(Loss) after Taxes (4,407) 683 (5,580) 1,809 Basic Earnings Pence/Share (2.67) 0.47 (3.38) 1.24 Basic Earnings Pence/Share excl (2.39) 0.61 (2.27) 1.38 Goodwill Diluted Earnings Pence/Share 5 (2.67) 0.45 (3.38) 1.18 Diluted Earnings Pence/Share excl 5 (2.39) 0.58 (2.27) 1.32 Goodwill Net Profit/(Loss) before Interest/ Taxes/ Depreciation and Amortization (2,465) 2,024 2,227 4,832 (EBITDA) As At As At BALANCE SHEET 31 Dec 2001 31 Dec 2000 (All figures GBP000s) Fixed Assets : Intangible Fixed Assets 34,658 36,542 Tangible Fixed Assets 74,196 47,848 Total Fixed Assets 108,854 84,390 Current Assets : Stocks 12,277 7,885 Debtors 7,429 10,311 Cash and Bank 30,532 39,512 Total Current Assets 50,238 57,708 Creditors Falling Due within One (11,879) (17,406) Year Net Current Assets 38,359 40,302 Total Assets less Current 147,213 124,693 Liabilities Creditors Falling Due after One Year : Deferred Income (173) (69) Deferred Tax Liability (1,217) (1,590) Long Term Borrowings (8,211) (5,438) Net Assets 137,611 117,596 Capital and Reserves : Called Up Share Capital 1,824 1,633 Merger Reserve (605) (605) Share Premium Account 136,661 111,802 Shares to be Issued 938 988 Retained Earnings (2,490) 3,090 Other Reserves 1,284 688 Total Equity Shareholders' Funds 137,611 117,596 The financial statements were approved by the Directors of IQE plc on 19 March 2002 JL COVENTRY Company Secretary CASH FLOW STATEMENT 3 months to 3 months to 12 months to 12 months to 31 Dec 2001 31 Dec 2000 31 Dec 2001 31 Dec 2000 (All figures GBP000s) Net Inflow/(Outflow) from (4,516) 5,113 (7,066) 10,949 Operations Returns on Investment and Servicing Finance : Interest Received/(Paid) (109) 589 211 1,208 Capital Expenditures : Purchases of Fixed Assets less Leases Received (2,784) (14,559) (25,170) (33,566) Payments to Acquire Investments in Subsidiaries 0 (13,968) 0 (13,968) Capitalized Development Costs 250 0 0 0 Dividends Received/(Paid) 0 0 0 0 Taxes Received/(Paid) 34 (110) 322 (144) Net Inflow/(Outflow) before (7,127) (22,936) (31,704) (35,522) Financing Financing : Issues of Ordinary Share Capital 24,958 (22) 25,049 67,357 Loans Received/(Repaid) (168) (8) (462) (416) Leases (Repaid) (645) (24) (1,863) (24) Net Inflow/(Outflow) from Financing 24,145 (54) 22,724 66,917 Increase/(Decrease) in Cash and Bank Overdrafts 17,018 (22,990) (8,980) 31,395 RECONCILIATION OF PROFIT TO CASH INFLOW/(OUTFLOW) FROM OPERATIONS 3 months to 3 months to 12 months to 12 months to 31 Dec 2001 31 Dec 2000 31 Dec 2001 31 Dec 2000 (All figures GBP000s) Operating Profit after Goodwill/ (4,520) 799 (6,061) 1,786 Exceptionals Depreciation Charged 1,452 1,017 6,422 2,838 Goodwill Written off 472 209 1,835 209 (Gain)/Loss on Sale of Fixed Assets 0 30 0 30 (Increase)/Decrease in Stocks 1,581 (1,632) (4,392) (4,013) (Increase)/Decrease in Debtors 3,125 1,049 2,882 (1,157) Increase/(Decrease) in Creditors (6,749) 3,647 (7,857) 11,280 Grants Released (486) (6) (504) (24) Grants Received 608 0 608 0 Net Cash Inflow/(Outflow) from (4,516) 5,113 (7,066) 10,949 Operations RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 3 months to 3 months to 12 months to 12 months to (All figures GBP000s) 31 Dec 2001 31 Dec 2000 31 Dec 2001 31 Dec 2000 Increase/(Decrease) in Cash 17,019 (22,990) (8,980) 31,395 Loans (Received)/Repaid 168 8 462 416 Leases Repaid 645 24 1,863 24 Change in Funds Resulting from Cash 17,832 (22,957) (6,655) 31,836 Flows New Finance Leases (282) (2,590) (7,054) (2,590) Net Movement 17,550 (25,547) (13,709) 29,246 Net Funds at Start 1,554 58,364 32,813 3,571 Exchange Differences 1 (3) 0 (3) Net Funds at Close 19,104 32,813 19,104 32,813 Analysis of Net Funds : Cash and Bank 30,532 39,512 30,532 39,512 Debt Due after One Year (2,899) (3,527) (2,899) (3,527) Debt Due within One Year (674) (508) (674) (508) HP Creditors/Finance Leases (7,855) (2,664) (7,855) (2,664) Total 19,104 32,813 19,104 32,813 RECONCILIATION OF UKGAAP TO IAS 3 months to 3 months to 12 months to 12 months to 31 Dec 2001 31 Dec 2000 31 Dec 2001 31 Dec 2000 (All figures GBP000s) (1) Statement of Cash Flows The following shows the statement of cash flows as if they had been presented under IAS Cash Inflow/(Outflow) from Operations (4,482) 5,002 (6,744) 10,804 Cash Inflow/(Outflow) from Investing (2,643) (27,938) (24,959) (46,326) Cash Inflow/(Outflow) from Financing 24,145 (54) 22,724 66,917 Net Increase/(Decrease) in Cash and Cash Equivalents 17,019 (22,990) (8,979) 31,395 Opening Cash and Cash Equivalents per IAS 13,513 62,502 39,512 8,117 Exchange Difference 0 0 0 0 Closing Cash and Cash Equivalents per IAS 30,533 39,512 30,533 39,512 (2) Goodwill Goodwill of £284,000 arose on acquisition of IQE (Europe) by EPIH on 27 March 1996. Under UK GAAP, this has been written off directly to reserves. Under IAS, however, goodwill arising on acquisition should be recognized as an asset and amortized over its useful life. The following shows the retained profit and total net assets as if they had been prepared under IAS with goodwill amortized over 5 years. Profit/(Loss) after Taxes and Exceptionals (574) 682 683 1,809 Dividends (0) (0) (0) (0) Retained Profit/(Loss) per UK GAAP (574) 682 683 1,809 Goodwill Amortization (14) (14) (57) (57) Retained Profit/(Loss) per IAS (588) 668 626 1,752 Equity Shareholders' Funds per UK GAAP 137,611 117,596 137,611 117,596 Goodwill Capitalization at Cost 284 284 284 284 Accumulated Goodwill Amortization (270) (213) (270) (213) Equity Shareholders' Funds per IAS 137,625 117,667 137,625 117,667 NOTES TO THE ACCOUNTS FOR 12 MONTHS TO DECEMBER 2001 1 BASIS OF PREPARATION The financial information is prepared under the historical cost convention and in accordance with applicable accounting standards, which have been applied on a consistent basis during the period under review. The particular accounting policies adopted are described below : * Turnover represents amounts invoiced exclusive of value added taxation. * Tangible fixed assets are stated at cost less accumulated depreciation. Cost comprises all costs that are directly attributable to bringing the asset into working condition for its intended use, as defined by Financial Reporting Standard Number 15. Depreciation has been calculated so as to write down the cost of assets to their residual values over the following estimated useful economic lives. No depreciation is provided on land or assets in the course of construction. Freehold buildings 25 years Short leasehold improvements 5/27 years Plant and machinery 5/7 years Fixtures and fittings 4/5 years Motor vehicles 4 years * The financial information consolidates the financial statements of the Company and all of its subsidiaries. The acquisition of IQE (Europe) Limited (formerly known as Epitaxial Products International Limited) and its subsidiary Epitaxial Products Inc on 27 March 1996 by EPI Holdings Limited, a new company established for that purpose, has been accounted for under acquisition accounting, whereby these Companies became part of the Group on the date of acquisition. The acquisition of EPI Holdings Limited and IQE Inc (formerly Quantum Epitaxial Designs Inc) on 16 May 1999 by IQE plc, a new holding company established for that purpose, has been accounted for under merger accounting, whereby the financial information is disclosed as if the companies had always been part of the same Group. The acquisition of Wafer Technology International Limited and its subsidiary Wafer Technology Limited on 22 November 2000 by IQE plc has been accounted for under acquisition accounting, whereby these companies became part of the Group on the date of acquisition. * Stocks are stated at the lower of cost and net realizable value. * Research and development expenditure is fully written off when incurred except where contracts of sufficient value exist or are likely to exist in the foreseeable future, in which case it is written off over a two year period commencing with the start of the contracts to which the costs relate. * Transactions in foreign currencies during the period are recorded in sterling at the rates ruling at the dates of the transactions. Monetary assets and liabilities in foreign currencies are translated into sterling at the rates ruling at the balance sheet date. All exchange differences are taken to the profit and loss account. The balance sheets of IQE Inc (formerly Quantum Epitaxial Designs Inc) are translated into sterling at the closing rates of exchange for the period, while the profit and loss accounts are translated into sterling at the average rates of exchange for the period. The resulting translation differences are taken direct to reserves. * The Group operates a defined contribution pension scheme. Contributions are charged in the profit and loss account as they become payable in accordance with the rules of the scheme. * Deferred taxation is provided on timing differences, arising from the different treatment of items for accounting and taxation purposes, which are expected to reverse in the future without replacement, calculated at the rates at which it is expected that tax will arise. * Government grants receivable in connection with expenditure on tangible fixed assets are accounted for as deferred income, which is credited to the profit and loss account by instalments over the expected useful economic life of the related assets on a basis consistent with the depreciation policy. Revenue grants for the reimbursement of costs incurred are deducted from the costs to which they related, in the period in which the costs are incurred. * Assets held under finance leases and hire purchase contracts are capitalized at their fair value on inception of the leases and depreciated over the shorter of the period of the lease and the estimated useful economic lives of the assets. The finance charges are allocated over the period of the lease in proportion to the capital amount outstanding and are charged to the profit and loss account. Operating lease rentals are charged to the profit and loss account in equal amounts over the lease term. * The only derivative instruments utilized by the Group are forward exchange contracts. The Group does not enter into speculative derivative contracts. Forward exchange contracts are used for hedging purposes to alter the risk profile of an existing underlying exposure of the Group in line with the Group's risk management policies. 2 GOODWILL On the acquisition of a business, fair values are attributed to the Group's share of the net tangible assets acquired. Where the cost of the acquisition exceeds the values attributable to such net assets, the difference is treated as purchased goodwill. The goodwill arising on the acquisition of IQE (Europe) Limited (formerly Epitaxial Products International Limited) and its subsidiary Epitaxial Products Inc by EPI Holdings Limited was written off directly to reserves in the year of acquisition. Goodwill of 284,000 remains eliminated in the profit and loss reserve and will be charged to the profit and loss account on the subsequent disposal of IQE (Europe) Limited and Epitaxial Products Inc. Following the issue of Financial Reporting Standard 10, goodwill arising in accounting periods ending on or after 23 December 1998 must be classified as an asset on the balance sheet and amortized over its useful life. The goodwill arising on the acquisition of Wafer Technology International Limited and its subsidiary Wafer Technology Limited has been capitalized and is being amortized over its useful life, which is considered by the Directors to be 20 years. 3. EXCEPTIONAL ITEMS 2001 2000 Exceptional items comprise : Legal fees £759K £0K Legal fees relate to a complaint lodged by IQE (Europe) against Rockwell regarding a declaratory judgment that IQE Europe's processes did not infringe a Rockwell-owned MOCVD patent which expired on 11 January 2000 plus claims for damages related to this matter. There is a counter claim by Rockwell alleging breaches of a licence agreement by IQE (Europe). Two legal opinions obtained by IQE (Europe) in the US clearly support IQE's view that its processes were not covered by Rockwell's patent, the validity of which is separately being disputed by other companies in the US. It is uncertain whether the matter will ultimately go to trial or what the the outcome will be. 4 CONTINGENT LIABILITY A claim has been made against the Group alleging breaches of a licence agreement. The Group is vigorously defending this action and at this stage the outcome is uncertain. Due to the uncertainty of the outcome it is not possible to conclude as to whether a probable transfer of economic benefits will be required to settle any obligation, nor can a reliable estimate be made of the amount of such an obligation should such an obligation result from the claim. Accordingly, under the provisions of FRS 13, no provision has been made in the accounts for any potential future liability that may arise from the claim. As discussed in note 3, the Group has expensed in the year legal fees totalling £759,000 in respect of defending this claim. In the view of the Directors, the Group may incur further legal costs of up to £1,000,000 in the year ended 31 December 2002 should this legal action continue. 5 EARNINGS PER SHARE FRS 14 requires the presentation of diluted EPS when a company could be called upon to issue shares that would decrease net profit or increase net loss per share. For a loss making company with outstanding share options, net loss per share would only be increased by the exercise of the out of the money options. Since it seems inappropriate to assume that options holders would act irrationally, no adjustment has been made to diluted EPS for out of the money share options. 6 AUDITED RESULTS The financial information set out in the preliminary announcement does not constitute the Company's statutory accounts for the years ended 31 December 2000 and 31 December 2001. The financial information for the year ended 31 December 2000 has been derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on those accounts ; their report was unqualified and did not contain a statement under section 237(2) or section 237(3) of the Companies Act 1985. The statutory accounts for the year ended 31 December 2001 will be finalized on the basis of the financial information presented by the Directors in this preliminary announcement, and will be delivered to the Registrar of Companies following the Company's annual general meeting. The accounts for the quarter ended 31 December 2001 have not been audited. This information is provided by RNS The company news service from the London Stock Exchange

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