Interim Results

InterX PLC 7 March 2001 INTERX PLC Second Quarter ('Q2') and Interim Results Three and Six months ended 2 February 2001 HIGHLIGHTS * Turnover for Q2 was £1.9 million (Q1: £2.0 million) * Provision for losses on existing contracts of £1.6 million * Operating loss, before amortisation of goodwill, for Q2 was £7.7 million (Q1: £5.4 million) * Amortisation of goodwill in Q2 was £10.2 million (Q1:£10.2 million) * Loss before tax for Q2 was £19.1 million (Q1: £14.2 million) * Loss per share in Q2, before amortisation of goodwill and (Q1 only) exceptional items, was 25.42p (Q1: 16.97p) * Loss per share in Q2 was 54.62p (Q1: 40.75p) * Provision for restructuring costs of £1.6 million in Q3 * Cash at end of Q2 was £26.0 million (Q1: £34.4 million) * Results of strategic review to be delivered on 27 March 2001 Simon Barker, Chief Executive, commented: 'These results show why, in the last three weeks, the Board has taken the actions that it has. The fundamentals of the business remain strong - we have the technology, the resources and the people to deliver a strategy that will return growth and profitability in the medium and long term.' -ends- For further information, please contact: InterX plc 020 8817 4409 Simon Barker Simon Miesegaes Citigate Dewe Rogerson 020 7638 9571 Freida Davidson Georgina Peiser INTERX PLC Second Quarter Results Three months ended 2 February 2001 Chairman's Statement The Board today announces the Group's results for the three months ending 2 February 2001 ('Q2'). Although, the results are broadly in line with published milestones and internal budgets, this has been achieved at the cost of putting on hold internationalisation and other expansion plans. Further, the Board is not satisfied with the rate of progress to date. Key highlights are: * Turnover and Operating loss for Q2, before amortisation of goodwill, were £1.9 million and £7.7 million respectively (Q1: £2.0 million and £5.4 million); * Provision for losses on existing contracts of £1.6 million has been made; * Loss on ordinary activities before tax for Q2 was £19.1 million (Q1: £ 14.2 million); * Loss per share in Q2, before amortisation of goodwill and (Q1 only) exceptional items, was 25.42p (Q1:16.97p); * Loss per share in Q2 was 54.62p (Q1: 40.75p); * Provision for restructuring costs of £1.6 million in Q3 is to be made; and * Cash at the end of Q2 was £26.0 million (Q1: £34.4 million). The last three weeks, however, have been a period of considerable upheaval in the business, not least with the resignation of its Chief Executive, on 14 February 2001, and the announcement, on 27 February 2001, of significant job cuts. I should like to thank all our employees for their resilience and support through what has been a difficult and testing time. Prospects The continuing and ongoing investment by our customers proves that the quality and value of our technology is not in doubt. The commitment of our employees and their desire for success is a significant asset of the business. Together with our considerable cash reserves, these assets will provide a platform for future growth. We announced, on 14 February 2001, that our new Chief Executive, Simon Barker, is leading a strategic review of the business. The results of this review, which will include proposals relating to the Company's Share Option Schemes, will be announced on 27 March 2001. Simon Barker was one of the original founders of Ideal Hardware in 1986, since when he has been both Finance Director and Operations Director of the Group. His experience and skills are wholly appropriate for this business. I would like to assure our shareholders that the actions taken by the Board have been necessary to secure the future success of the Group. The Board is confident that Simon Barker will develop and deliver a strategy that will do justice to our shareholders and employees and enable us amply to repay their loyalty and trust. Richard Jewson 7 March 2001 Operating Review Sales The period has witnessed a significant reduction in the level of investment by companies in new e-business projects. This is a result of both the reassessment of IT budgets within larger, more established businesses and the failure of new e-businesses to secure sufficient funding. Accordingly, sales opportunities have been reduced, sales lead times have been extended and competitive pricing pressures have increased. Within this environment the Company failed to conclude any of its major sales prospects during Q2. It has, however, met its milestone commitment of three new customers, through a combination of selling software to two of its development and integration partners and securing consultancy services, in the form of scoping agreements, to two other companies. Services The Group saw a significant increase in losses associated with the implementation of projects. To date, InterX has had the principal responsibility for all project deliverables, irrespective of the involvement of an integration partner in a project. Accordingly, any errors made in scoping or implementing the projects have been to the Group's account. Such losses have been exacerbated by the significant detrimental impact of competitive commercial pressures on pricing. Employees In expectation of significant growth, investment in recruitment and associated expenditure continued during Q2. Staff levels increased by 20 to 176 (5 November 2000: 156). On 27 February 2001 the Company announced that it was reducing its head count by some 25%. This, together with other initiatives, is expected to reduce annualised staff-related costs by over 40%. It is appropriate that we take this opportunity to express our regret to those employees affected and to wish them well. Financial Review Profit and Loss Account The Group's results to 5 August 2000 included the results of Ideal Hardware and accordingly are not appropriate for comparative purposes. The results for the three months ended 2 February 2001 ('Q2') are the Group's second set of full quarterly results as a software business, and accordingly, it is appropriate to compare these results with the results for the three months ended 5 November 2000 ('Q1'). Product Licences Product licence revenues in Q2 were £463,000 (Q1: £700,000) and can be analysed as follows: * Q2 product licence revenue was derived from licence sales to Diligenti Limited ('Diligenti'), an associated company, Silicon.com, which is a related party under FRS8 criteria, and to another existing customer in respect of the resale of an Oracle licence. In relation to the revenue derived from the sale of a licence to Diligenti, adjustment has been made for that element of the cost in Diligenti's accounts which relates to InterX's shareholding of 34%. In relation to our customer milestones, licence sales were also made to two of our development partners; these revenues have been deferred on the basis that both sales are linked to the purchase of services from our development partners. Scoping agreements were signed with two other customers; and * Q1 product licence revenues were derived from two licence sales; one to ComputerWeekly.com Limited, an associated company, and the other to Totaljobs.com. In relation to our customer milestones, two additional customer wins were secured in the form of scoping agreements; of these, one was with Diligenti, an associated company. Services The gross loss on services in Q2 of £2.8 million (Q1: £629,000) includes a provision of £1.6 million in respect of future losses which are expected to be incurred on current customer contracts. National Insurance on Share Options The provision of £89,000, made in Q1 in respect of the Company's National Insurance liability on unrealised gains on options issued under the Company's Share Option Scheme, has been reversed in Q2 since this liability no longer exists. Amortisation of Goodwill The charge of £10.2 million in both Q1 and Q2 is in respect of the amortisation of goodwill, created upon the acquisition of Cromwell Media Limited by InterX in April 2000. The Board has considered the carrying value of goodwill at 2 February 2001 for impairment purposes and has concluded that no write down is appropriate. Associated Companies The Company's share of losses of associated undertakings in Q2 was £1.8 million (Q1: £984,000). During Q2, Diligenti secured its second round of funding resulting in a dilution in our shareholding in that Company. Accordingly a disposal by InterX of 3.5% of our holding to 34% is deemed to have taken place; the associated gain of £3.4 million has been shown in the Group Statement of Total Recognised Gains and Losses. Profit on Sale of Fixed Assets The profit on the sale of fixed assets (an exceptional item) represents the sale in Q1 of the properties occupied by Ideal Hardware to Bell Microproducts Inc. Interest Receivable Interest receivable on our cash deposits was £653,000 in Q2 compared to £ 485,000 in Q1, the increase reflecting primarily the receipts of the proceeds from the sale of the properties for £16 million at the end of Q1. Taxation No credit has been taken in respect of the tax losses currently being generated. Balance Sheet Goodwill reduced to £170.1 million at the end of Q2 from £180.3 million at the end of Q1 reflecting the charge of £3.4 million per month calculated on the basis of the goodwill being amortised over 5 years. Tangible assets increased from £3.8 million in Q1 to £5.5 million in Q2 reflecting primarily the development of our offices at Brentford. Investments increased to £5.1 million in Q2 from £3.9 million in Q1 reflecting the following: * our share of losses of £1.8 million in respect of our associated companies; and * our share of the increase in the net assets of Diligenti following its successful second round funding exercise; this gain is shown in the Statement of Total Recognised Gains and Losses. Our total share of losses from our associated companies, excluding the recognised gain, in the full six months was £2.8 million. Included within Current Assets in Q2 is £13.3 million (Q1: £9.9 million), in respect of funds provided to our associated company, Diligenti, in accordance with the loan facility agreement. Also included is the net deferred consideration from the sale of Ideal Hardware of £1.3 million (Q1: £1.3 million) and £5.4 million (Q1: £5.4 million) in respect of the deposit provided in connection with the lease we have taken on our premises in Brentford. Cash Flow At the end of Q2 and Q1, cash amounted to £26.0 million and £34.4 million respectively. The principal movements in Q2 were: * a £4.3 million outflow in respect of trading activities ; and * a £3.4 million outflow in respect of the Diligenti loan facility. Restructuring Provision The costs associated with the restructuring of the Company, including the cost of redundancies and the anticipated termination payment to Philip Crawford, are expected to be approximately £1.6 million; these will be charged to the profit and loss account in Q3. INTERX PLC Group Profit and Loss Account for the three month period ended 2 February 2001 Notes 13 weeks 13 weeks 26 weeks 27 weeks Year ended 2 ended 5 ended 2 ended 5 ended 5 February November February February August 2001 2000 2001 2000 2000 (unaudited) (unaudited) (unaudited) (unaudited) (audited) £'000 £'000 £'000 £'000 £'000 Turnover Product 463 700 1,163 - 400 licences Services 1,434 1,301 2,735 - 1,417 Other - - - - 200,546 401,328 discontinued operations ----------- ----------- ----------- ----------- ---------- 2 1,897 2,001 3,898 200,546 403,145 Cost of sales Product (65) - (65) - - licences Services (4,206) (1,930) (6,136) - (25) Other - - - - (185,785) (372,425) discontinued operations ----------- ----------- ----------- ------------- -------- (4,271) (1,930) (6,201) (185,785) (372,450) ----------- ----------- ----------- ------------- -------- Gross profit Product 398 700 1,098 - 400 licences Services (2,772) (629) (3,401) - 1,392 Other - - - 14,761 28,903 ----------- ----------- ----------- ------------- -------- 2 (2,374) 71 (2,303) 14,761 30,695 ----------- ----------- ----------- ------------- -------- Other - - - 994 1,430 operating income ----------- ----------- ----------- ------------- -------- Overheads - Research and (873) (647) (1,520) - - development - Sales and (1,401) (1,197) (2,598) marketing - General, (3,175) (3,566) (6,741) (14,691) (36,188) administrative and distribution costs - National 3 89 (89) - - - insurance on share options - Ideal 3 - - - - (467) restructuring - Purchase of 3 - - - - (603) domain name - IT Network 3 - - - - (1,359) write off of website - Amortisation (10,207) (10,207) (20,414) - (13,609) of goodwill ------------ ------------ ------------ ------------ ------- (15,567) (15,706) (21,273) (13,609) (52,226) ------------ ------------ ------------ ------------ ------- Operating (7,734) (5,428) (13,162) 1,064 (6,492) (loss)/profit before amortisation of goodwill Amortisation (10,207) (10,207) (20,414) - (13,609) of goodwill ------------ ------------ ------------ ------------ ------- Operating 2 (17,941) (15,635) (33,576) 1,064 (20,101) (loss)/profit Share of (1,805) (984) (2,789) (185) (445) results of associated undertakings Profit on sale 4 - 1,905 1,905 - - of fixed assets Profit on sale 4 - - - - 400 of subsidiary undertaking ------------ ------------ ------------ ------------ ------- (Loss)/profit (19,746) (14,714) (34,460) 879 (20,146) on ordinary activities before interest Interest 653 485 1,138 - 759 receivable Interest (2) (1) (3) (428) (1,233) payable ------------ ------------ ------------ ------------ ------- (Loss)/profit (19,095) (14,230) (33,325) 451 (20,620) on ordinary activities before taxation Tax on (loss)/ 5 - - - (184) 153 profit on ordinary activities ------------ ------------ ------------ ------------ ------- (Deficit)/ 7 (19,095) (14,230) (33,325) 267 (20,467) profit for the period ------------ ------------ ------------ ------------ ------- INTERX PLC Group Profit and Loss Account for the three month period ended 2 February 2001 13 weeks 13 weeks 26 weeks 27 weeks Year ended 2 ended 5 ended 2 ended 5 ended 5 February 2001 November 2000 February 2001 February 2000 August (unaudited) (unaudited) (unaudited) (unaudited) 2000 (audited) (Loss)/ (54.62p) (40.75p) (95.37p) 1.26p (79.69p) earnings per share (basic and fully diluted) Less : exceptional items and amortisation of goodwill (net of taxation) Amortisation 29.20p 29.23p 58.43p - 52.99p of goodwill Ideal - - - - 1.82p restructuring costs Purchase of - - - - 2.35p domain name IT Network - - - - 5.29p write off of website Profit on - (5.45p) (5.45p) - - disposal of fixed assets Profit on - - - - (1.56p) sale of discontinued operations --------- --------- --------- --------- -------- (Loss)/ (25.42p) (16.97p) (42.39p) 1.26p (18.80p) earnings per share before exceptional items and amortisation of goodwill --------- --------- --------- --------- -------- Group Statement of Total Recognised Gains and Losses for the three month period ended 2 February 2001 £'000 £'000 £'000 £'000 £'000 --------- --------- --------- --------- -------- (Deficit)/ (19,095) (14,230) (33,325) 267 (20,467) profit for the period Deemed 3,422 - 3,422 - - disposal of part of interest in associated undertaking --------- --------- --------- --------- -------- Total (15,673) (14,230) (29,903) 267 (20,467) recognised gains and losses during the period --------- --------- --------- --------- -------- The turnover and operating loss for the period arose from continuing operations. The results for the 27 weeks ended 5 February 2000 and year ended 5 August 2000 include results from the distribution business that was sold on 3 August 2000. INTERX PLC Group Balance Sheet At 2 February 2001 At 2 At 5 At 5 February November August 2001 2000 2000 Notes (unaudited) (unaudited) (audited) £'000 £'000 £'000 Fixed Assets Goodwill 170,112 180,319 190,526 Intangible assets 126 183 212 Tangible assets 5,471 3,854 15,965 Investments 5,097 3,152 4,136 --------- --------- --------- 180,806 187,508 210,839 Current Assets Trade debtors 1,986 2,867 1,574 Loan to associated undertaking 13,256 9,856 - Other debtors 9,783 8,941 7,772 Cash at bank, in hand and term 25,997 34,398 34,504 deposits --------- --------- --------- 51,022 56,062 43,850 Creditors: amounts falling due (13,075) (11,050) (8,323) within one year --------- --------- --------- Net Current Assets 37,947 45,012 35,527 --------- --------- --------- Total assets less current 218,753 232,520 246,366 liabilities Creditors: amounts falling due after (48) (152) (68) more than one year Provisions for liabilities and (1,930) - - charges --------- --------- --------- 216,775 232,368 246,298 --------- --------- --------- Capital and Reserves Called up share capital 1,750 1,748 1,742 Share premium account 55,757 55,679 55,385 Capital redemption reserve 31 31 31 Other reserves 198,066 198,066 198,066 Profit and loss account (38,829) (23,156) (8,926) --------- --------- --------- Equity Shareholders' Funds 7 216,775 232,368 246,298 --------- --------- --------- INTERX PLC Group Cashflow Statement for the three month period ended 2 February 2001 Notes 13 weeks ended 13 weeks ended 26 weeks ended Year 2 February 2001 5 November 2000 2 February 2001 ended 5 (unaudited) (unaudited) (unaudited) August 2000 (audited) £'000 £'000 £'000 £'000 Net cash 8 (4,364) (5,467) (9,831) (34,742) outflow from operating activities --------- --------- --------- -------- Returns on investments and servicing of finance Interest 588 474 1,062 759 received Interest (2) (1) (3) (1,378) paid --------- --------- --------- -------- Net cash 586 473 1,059 (619) inflow/ (outflow) from returns on investments and servicing of finance --------- --------- --------- -------- Taxation - - - (468) --------- --------- --------- -------- Capital expenditure and financial investment Purchase of - - - (81) intangible fixed assets Purchase of (1,534) (1,551) (3,085) (3,668) tangible fixed assets Sale of 245 16,000 16,245 39 tangible fixed assets Loan to (3,400) (9,856) (13,256) - associated undertaking Purchase of - - - (663) trade investment Sale of - - - 663 trade investment --------- --------- --------- -------- Net cash (4,689) 4,593 (96) (3,710) (outflow)/ inflow from capital expenditure --------- --------- --------- -------- Acquisitions and disposals Purchase of - - - (2,832) subsidiary undertaking Net cash - - - 384 acquired with subsidiary undertaking Disposal of - - - 11,597 subsidiary undertaking Net - - - 19,935 overdraft sold with subsidiary undertaking Investment - - - (6,634) in associated undertakings --------- --------- --------- -------- Net cash - - - 22,450 inflow from disposals and acquisitions --------- --------- --------- -------- Equity - - - (1,695) dividends paid --------- --------- --------- -------- Net cash (8,467) (401) (8,868) (18,784) outflow before management of liqud resources and financing --------- --------- --------- -------- Management of liquid resources Cash placed (20,008) - (20,008) - on term deposits --------- --------- --------- -------- Financing Repayment of - - - (7,861) loans Issue of 80 300 380 52,953 ordinary share capital Capital (14) (5) (19) (45) element of finance lease rental payments --------- --------- --------- -------- Net cash 66 295 361 45,047 inflow from financing --------- --------- --------- -------- (Decrease)/ (28,409) (106) (28,515) 26,263 increase in cash in the period --------- --------- --------- -------- Reconciliation of net cash flow to movement in net funds (Decrease)/increase in cash in the period (28,409) (106) (28,515) 26,263 Net cash outflow from decrease in debt 14 5 19 7,906 Net cash outflow from increase in liquid 20,008 - 20,008 - resources --------- --------- --------- -------- Change in net funds resulting from cash (8,387) (101) (8,488) 34,169 flows New finance leases - - - (250) Finance leases acquired with subsidiary - - - (136) undertaking Finance leases sold with subsidiary - - - 238 undertaking Arrangement fee amortisation - - - (67) --------- --------- --------- --------- Movement in net funds in the period (8,387) (101) (8,488) 33,954 Net funds at start of period 9 34,300 34,401 34,401 447 --------- --------- --------- --------- Net funds at end of period 9 25,913 34,300 25,913 34,401 --------- --------- --------- --------- INTERX PLC For the three month period ended 2 February 2001 Notes 1. Basis of preparation The comparative figures for the year ended 5 August 2000 have been extracted from the Group's statutory accounts to that date; these received an unqualified audit report, did not contain a statement under section 237 (2) or 237(3) of the Companies Act 1985 and have been filed with the Registrar of Companies. This preliminary statement, which is unaudited and does not constitute statutory accounts, has been prepared on the basis of the accounting policies laid down in those statutory accounts. 2 Segmental information The Group has no material operations other than those in the UK. Turnover, gross and operating profit for the three month period ended 2 February 2001 related to the Technology business of product licences and associated services, with no material turnover to overseas customers.The turnover and operating loss for InterX Technology Limited for the year ended 5 August 2000 were £3.2m (1999:£2.2m) and £1.7m (1999; profit:£152,000) respectively. Turnover and gross profit for the 27 weeks ended 5 February 2000 and the year ended 5 August 2000 were as follows: 27 weeks ended 5 February 2000 (unaudited) Electronic Parent Technology Distribution Total Product Company Intelligence £'000 £'000 £'000 £'000 £'000 Turnover 500 - - 200,046 200,546 -------- -------- -------- -------- -------- Gross profit 218 - - 14,543 14,761 -------- -------- -------- -------- -------- Operating (loss)/profit (2,023) (770) - 3,857 1,064 before exceptional items and amortisation of goodwill -------- -------- -------- -------- -------- Operating (loss)/profit (2,023) (770) - 3,857 1,064 after exceptional items and amortisation of goodwill -------- -------- -------- -------- -------- Year ended 5 August 2000 (audited) Electronic Parent Technology Distribution Total Product Company Intelligence £'000 £'000 £'000 £'000 £'000 Turnover 1,280 - 1,817 400,048 403,145 -------- -------- -------- -------- ------ Gross profit 720 - 1,792 28,183 30,695 -------- -------- -------- -------- ------ Operating (loss)/profit (4,494) (2,737) (1,132) 4,300 (4,063) before exceptional items and amortisation of goodwill -------- -------- -------- -------- ------ Operating (loss)/profit (5,853) (3,340) (14,741) 3,833 (20,101) after exceptional items and amortisation of goodwill -------- -------- -------- -------- ------ Turnover and gross profit by destination were as follows: 27 weeks ended 5 February 2000 (unaudited) UK Europe Total £'000 £'000 £'000 Turnover 178,127 22,419 200,546 --------- --------- --------- Gross profit 13,933 828 14,761 --------- --------- --------- Margin 7.8% 3.7% 7.4% Year ended 5 August 2000 (audited) UK Europe Total £'000 £'000 £'000 Turnover 356,673 46,472 403,145 --------- --------- --------- Gross profit 29,154 1,541 30,695 --------- --------- --------- Margin 8.2% 3.3% 7.6% 3. Exceptional items reported before operating loss The National Insurance credit on share options in the quarter ended 2 February 2001 reverses the provision required at 5 November 2000 to cover National Insurance on the excess of the market value over the exercise price of share options granted and this provision was released in the second quarter. The Ideal Hardware restructuring costs in the year ended 5 August 2000 arose from redundancy programmes which were implemented. The purchase of the interx.com domain name in the year ended 5 August 2000 was charged to the profit and loss account. In the year ended 5 August 2000 the IT Network costs relate to the impairment of the website development, previously capitalised. 4. Profit on sale of subsidiary undertaking/profit on disposal of fixed assets The profit on sale of subsidiary undertaking relates to the disposal of the group's interest in the ordinary share capital of Ideal Hardware Limited ('Ideal'). The profit on disposal of fixed assets relates to the disposal of two properties occupied by Ideal to the owners of Ideal. 5. Taxation The taxation (charge)/credit for the period has been calculated at an estimated tax rate of 31%. 6. (Loss)/earnings per share The basic and fully diluted (loss)/earnings per share for the period is based on the (loss)/profit attributable to the weighted average of 34,959,473 (5 November 2000 : 34,924,226; 5 February 2000 : 21,227,188; 5 August 2000 : 25,682,338) ordinary shares in issue during the period. 7. Share capital and reserves Movements in share capital and reserves were as follows: Share Share Capital Other Profit Total capital premium redemption reserves and loss reserve account £'000 £'000 £'000 £'000 £'000 £'000 At 6 August 2000 1,742 55,385 31 198,066 (8,926) 246,298 Issues of shares 6 294 - - - 300 Deficit for the period - - - - (14,230) (14,230) -------- -------- -------- -------- -------- ---- At 5 November 2000 1,748 55,679 31 198,066 (23,156) 232,368 Issues of shares 2 78 - - - 80 Deficit for the period - - - - (19,095) (19,095) Gain from deemed disposal - - - - 3,422 3,422 of part of interest in associated undertaking -------- -------- -------- -------- -------- ---- At 2 February 2001 1,750 55,757 31 198,066 (38,829) 216,775 -------- -------- -------- -------- -------- ---- 8. Reconciliation of operating loss to net cash flow from operating activities: 13 weeks ended 13 weeks ended 26 weeks ended Year ended 5 2 February 2001 5 November 2000 2 February 2001 August 2000 (unaudited) (unaudited) (unaudited) (audited) £'000 £'000 £'000 £'000 Operating loss (17,941) (15,635) (33,576) (20,101) Depreciation 318 420 738 3,063 charges Amortisation of 10,207 10,207 20,414 13,609 goodwill Amortisation of 19 29 48 23 intangible fixed assets Amount written off - - - 1,359 web development Elimination of 102 - 102 - share of sale to associated undertaking Loss on disposal 90 - 90 163 of fixed assets Increase in stock - - - (17,060) Decrease/ 107 (2,450) (2,343) (36,103) (increase) in debtors Increase in 2,734 1,962 4,696 20,305 creditors -------- -------- -------- -------- Net cash outflow (4,364) (5,467) (9,831) (34,742) from operating activities -------- -------- -------- -------- 9. Analysis of net funds At 6 August Cash At 5 November 2000 Cash At 2 February 2000 (audited) flow (unaudited) flow 2001 (unaudited) £'000 £'000 £'000 £'000 £'000 Cash at bank 34,504 (106) 34,398 (28,409) 5,989 and in hand Term deposits - - - 20,008 20,008 34,504 (106) 34,398 (8,401) 25,997 -------- -------- -------- -------- -------- Finance leases (103) 5 (98) 14 (84) -------- -------- -------- -------- -------- Total net 34,401 (101) 34,300 (8,387) 25,913 funds -------- -------- -------- -------- -------- A copy of this report is being sent to all shareholders. Copies are available to the public on request from the Company's registered office, at 27 Great West Road, Brentford, Middlesex TW8 9AS.

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