Interim Results - Part 3

Land Securities PLC 14 November 2001 PART 3 LAND SECURITIES NOTES TO THE INTERIM RESULTS for the six months ended 30 September 2001 NOTE 1 INTERIM RESULTS The Accounting Standards Board (ASB) has issued a non-mandatory statement 'Interim Reports', which seeks to codify best practice in the presentation of interim results. The Interim Results, which incorporate a revaluation of investment properties as at 30 September 2001, have been prepared having regard to the guidance in the ASB statement and on the basis of the accounting policies set out in the group's audited financial statements for the year ended 31 March 2001, except that in these interim results the group has adopted the Urgent Issues Task Force Abstract 28 'Operating Lease Incentives (UITF28) and Financial Reporting Standard 'Deferred Tax' (FRS19) and restated comparative figures accordingly. UITF28 requires property companies to treat any incentive for lessees to enter into lease agreements as a revenue cost and also to account for rental income from the commencement and not, as was the group's practice, the expiry date, of any rent-free period. The group has, therefore, changed its accounting policy for leases commencing on or after 1 April 2000. The cost of all lease incentives (such as rent-free periods or contributions to fitting out costs) is now offset against the total rent due and the net rental income is then spread evenly over the shorter of the period from the rent-free or rent commencement date, as appropriate, to the date of the next rent review or the lease end date. FRS19 requires that deferred tax is recognised in full in respect of transactions or events that have taken place by the balance sheet date and which could give the group an obligation to pay more or less tax in the future. However, the FRS requires that deferred tax is not recognised on revaluation gains and losses where these are not taken to the profit and loss account. The group's accounting policy had been to account for deferred tax to the extent that liabilities or assets were expected to be payable or receivable in the foreseeable future. In accordance with FRS19, the group has now changed its policy to make full provision for timing differences, which in the group's case arise primarily from capital allowances and industrial building allowances. Following the sale or demolition of a property, any deferred tax provisions not required will be released to the profit and loss account. The financial information for the year to 31 March 2001, extracted from the group's financial statements to that date and which received an unqualified auditors' report, did not contain a statement under Section 237(2) or (3) of the Companies Act 1985 and have been filed with the Registrar of Companies; these results and the previous interim results have been restated to reflect the application of UITF28 to all leases commencing 1 April 2000 and the effects of adopting FRS19. The Interim Results for the six months ended 30 September 2001 were approved by the Directors on 14 November 2001. NOTE 2 RESTATEMENT OF COMPARATIVES The effects of adopting UITF28 (Operating Lease Incentives) and FRS19 (Deferred Tax) for the current and comparative prior periods are as follows: Gross Taxation Profit Earnings Earnings Property after per share per share income taxation (pence) (pence) £m £m £m Basic Diluted -------- -------- -------- -------- -------- YEAR ENDED 31 MARCH 2001 As previously reported 647.2 (81.5) 233.1 44.57 44.14 Effect of adopting UITF28 3.2 (1.1) 2.1 .41 .38 Effect of adopting FRS19 (4.8) (4.8) (.92) (.87) ------ ------ ------ ------ ------ As restated 650.4 (87.4) 230.4 44.06 43.65 ====== ====== ====== ====== ====== SIX MONTHS ENDED 30 SEPTEMBER 2000 As previously reported 266.1 (40.1) 108.4 20.73 20.60 Effect of adopting UITF28 1.3 (.4) .9 .17 .15 Effect of adopting FRS19 (5.5) (5.5) (1.05) (.99) ------ ------ ------ ------ ------ As restated 267.4 (46.0) 103.8 19.85 19.76 ====== ====== ====== ====== ====== SIX MONTHS ENDED 30 SEPTEMBER 2001 Without adopting UITF28 and FRS19 433.3 (45.8) 120.9 23.07 22.81 Effect of adopting UITF28 1.9 (.7) 1.2 .23 .22 Effect of adopting FRS19 (.6) (.6) (.12) (.11) ------- ------ ------ ------ ------ As reported 435.2 (47.1) 121.5 23.18 22.92 ====== ====== ====== ====== ====== Goodwill Share- Net assets Net assets holders' per share per share funds (pence) (pence) £m £m Basic Diluted --------- --------- --------- --------- YEAR ENDED 31 MARCH 2001 As previously reported 41.9 6,150.9 1175 1154 Effect of adopting UITF28 (1.1) - - Effect of adopting FRS19 (.7) (122.4) (24) (23) ------ ------ ------ ------ As restated 41.2 6,027.4 1151 1131 ====== ====== ====== ====== SIX MONTHS ENDED 30 SEPTEMBER 2000 As previously reported - 5,997.8 1147 1128 Effect of adopting UITF28 (.4) - - Effect of adopting FRS19 (123.1) (23) (22) ------ ------- ------- ------- As restated - 5,874.3 1124 1106 ====== ====== ====== ====== SIX MONTHS ENDED 30 SEPTEMBER 2001 Without adopting UITF28 and FRS19 39.9 6,193.7 1181 1159 Effect of adopting UITF28 - (1.8) - - Effect of adopting FRS19 - (122.3) (23) (21) ------ ------ ------ ------ As reported 39.9 6,069.6 1158 1138 ====== ====== ====== ====== NOTE 3 SEGMENTAL INFORMATION Six months Six months Six months to 30.9.01 to 30.9.01 to 30.9.01 (unaudited) (unaudited) (unaudited) Property Total Total investment Property Services £m £m £m -------- -------- -------- (i) PROFIT AND LOSS ACCOUNT GROSS PROPERTY INCOME 287.9 147.3 435.2 ======= ====== ====== NET RENTAL INCOME 249.0 32.1 281.1 Property management and administration expenses (24.0) (11.5) (35.5) ------ ------ ------ OPERATING PROFIT 225.0 20.6 245.6 Profit on sales of properties 3.5 - 3.5 ------ ------ ------ PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST AND TAXATION 228.5 20.6 249.1 ====== ====== ====== Six months Year to Year to Year to to 30.9.00 31.3.01 31.3.01 31.3.01 unaudited (audited/ (audited/ (audited/ (restated) restated) restated) restated) Total Property Services Property Property (see Note Investment investment below) Total £m £m £m £m --------- --------- --------- --------- (i) PROFIT AND LOSS ACCOUNT GROSS PROPERTY INCOME 267.4 553.1 97.3 650.4 ====== ====== ====== ====== NET RENTAL INCOME 232.8 478.0 22.7 500.7 Property management and administration expenses (17.4) (35.4) (10.3) (45.7) ------ ------ ------ ------ OPERATING PROFIT 215.4 442.6 12.4 455.0 Profit on sales of properties .4 6.3 - 6.3 ------ ------ ------ ------ PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST AND TAXATION 215.8 448.9 12.4 461.3 ====== ====== ====== ====== NOTE 3 SEGMENTAL INFORMATION (continued) 30.9.01 30.9.01 30.9.01 (unaudited) (unaudited) (unaudited) Total Property Property investment Services Total £m £m £m -------- -------- -------- (ii) NET ASSETS FIXED ASSETS 7,909.0 424.2 8,333.2 NET CURRENT LIABILITIES (37.3) (94.8) (132.1) ====== ====== LONG TERM LIABILITIES AND PROVISIONS (2,131.5) ------- NET ASSETS 6,069.6 ======= 30.9.00 31.3.01 31.3.01 (unaudited (audited/ (audited/ /restated) restated) restated) Total Property Services Property Property (see Note Investment investment below) Total £m £m £m £m -------- -------- -------- -------- (ii) NET ASSETS FIXED ASSETS 7,739.7 7,956.0 341.5 8,297.5 NET CURRENT LIABILITIES (200.1) (379.2) (5.1) (384.3) ====== ====== LONG TERM LIABILITIES AND PROVISIONS (1,665.3) (1,885.8) ------ ------ NET ASSETS 5,874.3 6,027.4 ====== ====== As Trillium, the total property services business unit of the group, was acquired in November 2000, there is no corresponding segmental information for total property services for the six months ended 30 September 2000. Consequently, also, the information for that segment for the year ended 31 March 2001 is for a four month period. NOTE 4 NET RENTAL INCOME Six months to Year to Six months 30.9.00 31.3.01 to 0.9.01 unaudited audited unaudited (restated) (restated) £m £m £m --------- --------- -------- Rental income 262.0 244.3 501.6 Property services income 147.3 - 97.3 Service charges and other recoveries 25.9 23.1 51.5 ----- ----- ----- Gross property income 435.2 267.4 650.4 Ground rents payable (54.8) (8.7) (47.7) Other property outgoings (99.3) (25.9) (102.0) (154.1) (34.6) (149.7) ------ ------ ------ 281.1 232.8 500.7 ====== ====== ====== All income was derived from within the United Kingdom from continuing operations. No operations were discontinued during the period. Other property outgoings include the amortisation charge in respect of very short leaseholds. NOTE 5 FINANCE Six Six months months to to Year to 30.9.01 30.9.00 31.3.01 unaudited unaudited audited £m £m £m --------- --------- -------- INTEREST RECEIVABLE: Short term deposits 2.0 4.1 6.9 Other interest receivable and similar income .4 .4 .7 ----- ----- ----- 2.4 4.5 7.6 ===== ===== ===== INTEREST PAYABLE: Borrowings not wholly repayable within five years 74.6 69.5 140.5 Borrowings wholly repayable within five years 7.0 .5 8.2 Other interest payable and similar charges 1.3 .5 2.4 ----- ----- ----- 82.9 70.5 151.1 ===== ===== ===== NOTE 6 TAXATION Six months Six months Year to to to 31.3.01 30.9.01 30.9.00 audited unaudited unaudited (restated) (restated) £m £m £m --------- --------- -------- The charge for taxation is made up as follows: Revenue profit at the Corporation Tax rate of 30% (2000: 30%) 49.5 44.8 93.7 Capital allowances on expenditure relating to properties (8.4) (5.2) (11.8) Movements in deferred taxation (Note 16): Net charge for the period 7.5 6.2 12.2 Released in respect of property disposals during the period (7.0) (.8) (7.4) Other adjustments 3.5 .9 1.4 ----- ----- ----- 45.1 45.9 88.1 Adjustments relating to previous years .9 .1 (.5) ----- ----- ----- On revenue profit 46.0 46.0 87.6 On property sales and bid costs 1.1 - (.2) ----- ----- ----- 47.1 46.0 87.4 ===== ===== ===== The amount of tax on capital gains which would become payable in the event of sales of the properties at the amounts at which they are stated in Note 9 is in the region of £523m (2000 £510m). The deferred taxation which would be released in such circumstances, on the assumption that no balancing charge would be incurred is £122.3m (2000 £123.1m). NOTE 7 DIVIDENDS The interim dividend of 9.05p per share (2000 8.65p per share)will amount to £ 47.5m (2000 £45.2m) calculated on 524.2m shares (2000 522.7m shares) in issue on 30 September 2001. However, dividends shown in the Profit and Loss Account include £0.1m (2000 £0.1m) of prior year final dividend arising from increases in share capital after the last year end but before the record date of 1 June 2001. NOTE 8 EARNINGS AND NET ASSETS PER SHARE EARNINGS PER SHARE Earnings per share are calculated on the profit on ordinary activities after taxation of £121.5m (2000 - restated £103.8m) and on the weighted average number of shares in issue during the period of 524.2m(2000 522.7m). Adjusted earnings per share are calculated on the same weighted average number of shares but exclude the profit arising on sales of properties and bid costs 0f £2.4m (2000 £0.4m) and the additional deferred taxation of £0.6m (2000 £ 5.5m) arising from the adoption of FRS19. Bid costs and the profits on the sale of investment properties are excluded from the adjusted earnings as these are potentially non-recurring items. The additional FRS19 deferred tax is excluded as the group's experience is that it is very unusual for plant allowances to be claimed back through balancing charges on the disposal of a property. Diluted earnings per share are calculated on the profit on ordinary activities after taxation of £127.0m (2000 restated £109.3m), after adjusting for the effects of the exercise of conversion rights relating to the convertible bonds, and on the weighted average number of shares in issue during the period of 554.2m (2000 553.1m), which takes into account the number of potential shares arising from the exercise of conversion rights and share options. NET ASSETS PER SHARE Net assets per share are calculated on net assets of £6,069.6m (2000 £ 5,874.3m) and on 524.2m (2000 522.7m shares). Adjusted net assets per share have been calculated on the same number of shares but exclude the additional deferred tax liability of £122.3m (2000 £ 123.1m) arising on the adoption of FRS19. Adjusted net assets have been calculated on this basis because the group's experience is that deferred tax on capital allowances in relation to investment properties is unlikely to crystallise in practice. The diluted net assets per share are calculated on adjusted net assets of £ 6,341.8m (2000 - restated £6,125.5m) and on 557.5m shares (2000 553.8m shares) after adjusting for the effects of the exercise of share options and of conversion rights relating to the convertible bonds on net assets and the number of shares in issue. NOTE 9 PROPERTIES Leasehold Leasehold over 50 under 50 Freehold years to run years to run Total £m £m £m £m VALUATION/COST -------- -------- -------- ------- At 1 April 2001 6,100.1 2,027.6 102.9 8,230.6 Additions 167.0 85.9 10.7 263.6 Sales (170.0) (19.1) (2.3) (191.4) ------- ------- ------- ------- 6,097.1 2,094.4 111.3 8,302.8 Unrealised deficit on valuation (Note 18) (28.6) (4.1) .2 (32.5) ------- ------- ------- ------- At 30 September 2001 6,068.5 2,090.3 111.5 8,270.3 ======= ======= ======= ======= ACCUMULATED DEPRECIATION At 1 April 2001 (1.3) (.2) (.1) (1.6) Depreciation for the period (2.1) (.2) (.5) (2.8) -------- -------- -------- -------- At 30 September 2001 (3.4) (.4) (.6) (4.4) ======= ======= ======= ======= ADJUSTMENT FOR EFFECT OF UITF28 (4.5) (5.2) (.1) (9.8) NET BOOK AMOUNT At 30 September 2001 (unaudited) 6,060.6 2,084.7 110.8 8,256.1 ======= ======= ======= ======= At 30 September 2000 (unaudited/restated) 5,902.5 1,749.4 62.4 7,724.3 ======= ======= ======= ======= At 31 March 2001 (audited/restated) 6,095.7 2,023.8 102.7 8,222.2 ======= ======= ======= ======= Investment Land properties Securities Trillium £m £m VALUATION/COST -------- ------- At 1 April 2001 7,905.9 324.7 Additions 222.1 41.5 Sales (191.4) - ------- ------- 7,936.6 366.2 Unrealised deficit on valuation (Note 18) (32.5) - ------- ------- At 30 September 2001 7,904.1 366.2 ======= ======= ACCUMULATED DEPRECIATION As at 1 April 2001 - (1.6) Depreciation for the period - (2.8) ------ ------ At 30 September 2001 - (4.4) ====== ====== ADJUSTMENT FOR EFFECT OF UITF28 (9.8) - VALUATION/NET BOOK AMOUNT At 30 September 2001 (unaudited) 7,894.3 361.8 ======= ======= At 30 September 2000 (unaudited/restated) 7,724.3 - ======= ====== At 31 March 2001 (audited/restated) 7,899.1 323.1 ======= ======= Investment properties are included at their valuations at 30 September 2001 as determined by the group's professional valuers, Knight Frank. Freeholds include £376.7m (2000 £387.3m)of investment property leaseholds with unexpired terms exceeding 900 years; leaseholds with under 50 years to run include £10.7m (2000 £10.2m) with unexpired terms of 20 years or less. The historical cost of investment properties is £4,123.2m (2000 £3,854.8m). Certain of the assets acquired under the PRIME agreement by Land Securities Trillium are subject to a first charge granted to the DWP (formerly known as the DSS). The amount of this charge at 30 September 2001 is £26.0m, which reduces to nil on a straight line basis after a further eighteen months. The charge secures amounts which would become payable to the DWP on early termination of the PRIME Agreement in the relevant year. NOTE 10 TRADING PROPERTIES These are properties for sale held at the lower of cost and net realisable value. NOTE 11 DEBTORS 30.9.00 31.3.01 30.9.01 unaudited audited unaudited (restated) (restated) £m £m £m ------ ------ ------ Trade debtors 116.5 52.9 33.4 Capital debtors 17.5 11.4 19.5 Property sales debtors 3.2 7.9 52.1 Other debtors 47.7 16.0 29.7 Prepayments and accrued income 46.2 26.0 47.0 ------- ------- ------- 231.1 114.2 181.7 ====== ====== ====== NOTE 12 CASH AT BANK AND IN HAND Cash at bank at 30 September 2001 includes £60m placed in a bank account under the control of solicitors acting on behalf of British Telecommunications PLC (BT) as a refundable deposit in relation to ongoing negotiations between Telereal and BT for the purchase of certain BT real estate and the provision of associated services. NOTE 13 CREDITORS FALLING DUE WITHIN ONE YEAR 30.9.01 30.9.00 31.3.01 unaudited unaudited audited £m £m £m --------- --------- -------- Debentures and loans 26.4 10.4 26.4 Overdraft 5.6 - 4.2 Trade and other creditors 47.1 17.3 44.7 Taxation and Social Security 84.2 84.8 62.2 Proposed dividend 47.5 45.2 124.9 Capital creditors 50.0 52.9 59.5 Accruals and deferred income 257.2 202.4 273.4 ----- ----- ----- 518.0 413.0 595.3 ===== ===== ===== NOTE 14 BORROWINGS FALLING DUE AFTER MORE THAN ONE YEAR 30.9.00 30.9.00 31.3.01 unaudited unaudited audited £m £m £m --------- --------- -------- Debentures, bonds and loans 1,756.2 1,283.3 1,506.8 Falling due within one year (Note 13) (26.4) (10.4) (26.4) ------- ------- ------- 1,729.8 1,272.9 1,480.4 Convertible bonds 243.1 246.7 246.1 ------- ------- ------- 1,972.9 1,519.6 1,726.5 ======= ======= ======= NOTE 15 OTHER CREDITORS FALLING DUE AFTER MORE THAN ONE YEAR 30.9.01 30.9.00 31.3.01 unaudited unaudited audited £m £m £m --------- --------- -------- Deferred income 19.3 18.5 20.4 Other creditors 10.6 3.1 11.4 ----- ----- ----- 29.9 21.6 31.8 ===== ===== ===== NOTE 16 PROVISION FOR LIABILITIES AND CHARGES Dilapidations Deferred Total taxation £m £m £m -------- -------- -------- As 1 April 2001 (audited) 4.7 1.1 5.8 Prior year adjustment (Note 1) 121.7 121.7 Increase during the period .5 .5 Net charge for the period 7.5 7.5 Released in respect of property disposals during the period (7.0) (7.0) Notional interest charge .2 .2 ----- ----- ----- At 30 September 2001 (unaudited) 5.4 123.3 128.7 ====== ====== ====== NOTE 17 CALLED UP SHARE CAPITAL 30.9.01 30.9.00 31.3.01 unaudited unaudited audited £m £m £m --------- --------- -------- Ordinary shares of £1 each Authorised 720.0 720.0 720.0 ===== ===== ===== Allotted and fully paid 524.2 522.7 523.6 ===== ===== ===== NOTE 18 RESERVES Share Capital premium redemption Revaluation account reserve reserve £m £m £m --------- -------- --------- At 1 April 2001 (audited) 312.0 36.0 3,696.4 Prior year adjustment (Note 2) - - (3.2) ------ ------ ------ At 1 April 2001 as restated 312.0 36.0 3,693.2 Premium arising on issues of shares 3.2 Unrealised deficit on valuation of properties (Note 9) (32.5) UITF adjustment to property valuation (3.0) Realised on sales of properties (72.8) Retained profit for the period Amortised discount and issue expenses of bonds (.4) ------ ------ ------- At 30 September 2001 314.8 36.0 3,584.9 (unaudited) ====== ====== ======= Profit Other and loss reserves account Total £m £m £m --------- --------- --------- At 1 April 2001 (audited) 324.6 1,258.3 5,627.3 Prior year adjustment (Note 2) - (120.3) (123.5) ------ ------ ------ At 1 April 2001 as restated 324.6 1,138.0 5,503.8 Premium arising on issues of shares 3.2 Unrealised deficit on valuation of properties (Note 9) (32.5) UITF28 adjustment to property valuation (3.0) Realised on sales of properties 72.8 Retained profit for the period 73.9 73.9 Amortised discount and issue expenses of bonds .4 ----- ------- ------- At 30 September 397.4 1,212.3 5,545.4 2001 (unaudited) ----- ------- ------- NOTE 19 FINANCIAL ASSETS AND LIABILITIES The group's financial assets and liabilities and their fair values are: Book value 30.9.01 30.9.00 31.3.01 unaudited unaudited audited £m £m £m --------- --------- --------- FINANCIAL ASSETS Short term investments and cash 112.9 98.7 31.8 FINANCIAL LIABILITIES Debentures, bonds, other loans and (1,761.8) (1,283.3) (1,511.0) overdraft Convertible bonds (243.1) (246.7) (246.1) FINANCIAL INSTRUMENTS Interest rate swaps - - - ====== ====== ====== Fair value 30.9.01 audited 30.9.00 31.3.01 unaudited audited £m £m £m --------- --------- --------- FINANCIAL ASSETS Short term investments and cash 112.9 98.7 31.8 FINANCIAL LIABILITIES Debentures, bonds, other loans and (2,219.8) (1,684.1) (1,964.5) overdraft Convertible bonds (271.0) (264.1) (287.7) FINANCIAL INSTRUMENTS Interest rate swaps (13.2) 12.0 (12.2) ====== ====== ====== Fair value has been calculated by taking the market value, where one is available, or using a discounted cash flow approach for those financial assets and liabilities that do not have a published market value. The difference between book value and fair value will not result in any change to the cash outflows of the group unless, at some stage in the future, borrowings are purchased in the market other than at nominal value. The group has entered into five interest rate swaps. Two swaps, each for £ 100m, had a start date of 30 September 2000 for 15 years. Two further swaps, each for £100m, have a start date of 30 June 2002 for 10 years. The counterparties can extend the duration of each of these swaps on similar terms. As the intention of these swaps is to fix the interest rate on existing and new bank borrowings, the value of the swaps have not been incorporated in the financial statements. Once they commence operating interest receipts and payments are dealt with on an accruals basis. The remaining swap was taken out by Trillium to hedge the secured bank loan. This swap has a maximum life of 16.5 years and mirrors the repayment schedule for that bank loan. As part of the fair value accounting for the acquisition of Trillium, this swap was marked to market at a cost of £14.9m. The cost, which is included in the bank loan, is being amortised over the life of the swap as a credit to interest payable. At 30 September 2001, £9.1m of short term deposits were charged as temporary security for borrowings until substitutions have been agreed for properties that have been released from charge. The maturity and repayment profiles of the group's financial assets and liabilities and the expiry periods of its undrawn committed borrowing facilities are: Financial Assets 30.9.01 30.0.00 31.3.01 unaudited unaudited audited £m £m £m One year or less, or on demand 112.9 98.7 29.8 More than one year but no more than two years - - 2.0 More than two years but no more than five years - - - More than five years - - - ------ ------ ------ 112.9 98.7 31.8 ====== ====== ====== Financial 30.9.01 30.0.00 31.3.01 Liabilities unaudited unaudited audited £m £m £m -------- -------- -------- One year or less, or on demand 32.0 10.4 30.6 More than one year but no more than two years 1.5 .4 1.4 More than two years but no more than five years 321.5 38.6 62.3 More than five years 1,649.9 1,480.6 1,662.8 ------- ------- -------- 2,004.9 1,530.0 1,757.1 ======= ======= ======= Borrowing Facilities 30.9.01 30.0.00 31.3.01 unaudited unaudited audited £m £m £m -------- -------- -------- One year or less, or on demand - 75.0 50.0 More than one year but no more than two years - 75.0 - More than two years but no more than five years 350.0 50.0 - More than five years - - 600.0 ------- ------- ------- 350.0 200.0 650.0 ======= ======= ======= The amount of debt that is repayable by instalments, where any of the instalments fall due after more than five years, is not material. NOTE 20 POST BALANCE SHEET EVENT In October 2001, LS Trillium entered into a 30 year contract with the BBC under which LS Trillium acquired a building at White City and agreed to provide property management services across the BBC's London and Scottish estates. In addition LS Trillium undertook to construct a new building at White City over the next 3 years, which will have an estimated development cost, including the site, of £240m to be funded by the group. In return, LS Trillium will receive an initial index-linked unitary charge of some £35m p.a., rising to over £70m p.a. when the new building is completed. Land Securities Interim Report for the six months ended 30 September 2001 REVIEW REPORT BY THE AUDITORS INDEPENDENT REVIEW REPORT TO Land Securities PLC Introduction We have been instructed by the Company to review the financial information set out above and we have read the other information contained in the interim report for any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by, the Directors. The Listing Rules of the Financial Services Authority require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 September 2001. PricewaterhouseCoopers Chartered Accountants London 14 November 2001
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