Final Results

PayPoint PLC 13 June 2005 PRESS RELEASE PayPoint plc Preliminary results for the year ended 31 March 2005 Year ended 31 March 2005 2004 ______________________________________________________________________________ Turnover Â£89.1m Â£67.1m Net revenue (1, 4) Â£36.9m Â£28.6m Operating profit before exceptional items (4) Â£12.0m Â£6.2m Operating profit Â£7.5m Â£6.2m Adjusted earnings per share (2, 4) 15.5p 9.1p Basic earnings per share 8.7p 9.1p Proposed dividend per share 5.2p 1.6p Key highlights: â€¢ Turnover of Â£89.1 million up 33% â€¢ Transactions processed up 27% to 259 million with strong growth in all sectors â€¢ Net revenues (1, 4) up 29% with operating margins (3, 4) increased to 33% â€¢ Operating profit before exceptional items nearly doubled to Â£12 million â€¢ Adjusted earnings per share (2, 4) of 15.5p up 70% â€¢ PayPoint terminal outlets have increased to over 13,000 up 15% on March 2004 â€¢ 4,700 second generation terminals rolled out to agents David Newlands, Chairman of PayPoint, said 'We are pleased to report strong growth in all sectors, generating improved margins and excellent cash flow. We are confident of continued growth, bringing on new revenue streams and expanding the existing trade in the coming year.' (1) Net revenue is turnover net of the deduction of commissions paid to retail agents and the cost of e-vouchers for mobile top-ups where PayPoint is the principal. (2) Adjusted earnings per share are based on profits before exceptional items after taxation. (3) Operating margins are calculated as operating profit before exceptional items as a percentage of net revenue. (4) Net revenue, operating profit before exceptional items (Â£4.6 million, mainly the costs of the flotation), adjusted earnings per share and operating margins are measures which the directors believe assist with a better understanding of the underlying performance of the Group. The reconciliation to statutory amounts can be found in notes 2 and 6 and on the face of the profit and loss account. Enquiries: PayPoint plc 01707 600 300 Dominic Taylor, Chief Executive George Earle, Finance Director Finsbury 020 7251 3801 Rollo Head James Leviton Don Hunter This announcement is available on the PayPoint plc website: www.paypoint.co.uk. About PayPoint PayPoint is a leading branded payment collection network used, primarily, for the cash payment of bills and services and prepayments for mobile telephones and energy meters. There are over 13,000 retail outlets using PayPoints payment terminals. PayPoint began trading in 1996 and initially collected payments through its network of retail agents for its founder client investors, who included British Gas, BT, BBC TV Licensing, London Electricity (now part of EDF Energy) and four water companies. It now has more than 500 clients including many of the UK and Irelands major energy, cable, mobile and fixed line telephony companies. Its blue chip client list also extends to numerous water companies, local authorities and housing associations and a growing transport and travel base. Operational and financial review Growth has been achieved through the success of our strategy to: increase and optimise network coverage; increase throughput per agent; and grow the range of payments through our network. Operational overview During the financial year, PayPoint processed 259 million consumer transactions (2004: 205 million) an increase of 27%, with a value of Â£2.9 billion (2004: Â£2.3 billion) up 30%. Agent commission charges of Â£50.3 million were up 33%, reflecting increased volumes and new products carrying higher agent commission, in particular the heavier mix of e-top up and ATM volumes. There has been strong growth in transaction volumes across all sectors: Transactions by sector 2005 2004 Increase millions millions % ______________________________________________________________________________ Bill and general payments 166.0 137.6 21 Mobile top-ups 87.9 66.2 33 ATMs 4.6 0.7 593 ______________________________________________________________________________ Total 258.5 204.5 27 ______________________________________________________________________________ Bill and general payments This sector has benefited from continued transaction volume growth helped by a migration away from the Post Office following its branch closure programme, in particular with respect to TV licence payments, BT and British Gas bill payments. In the case of the latter, gas consumer price increases have also continued to have a beneficial effect on PayPoints transaction volume. Transport ticketing remains an important area for growth and whilst current volumes are relatively modest, there is considerable potential for long term growth. Mobile top-ups Mobile growth has been strong as the migration to electronic top-ups from paper vouchers nears completion, accelerated by the introduction of an e-voucher product by all but one network operator. Once this migration is complete, future growth in mobile volumes is expected to be in line with mobile operators revenues. Margins have also continued ahead of expectations as a result of a slower migration of volume away from terminals to multiple retailers own electronic point of sale (EPOS) till systems, which we expect to take place during the current financial year, which will reduce revenue by Â£1.5 million. ATMs The ATM business has performed in line with expectations, with new machines rolling out at an average of 50 new sites per month. Transaction volumes and revenue are in line with expectations for the year as a whole. Our current intention is to continue to roll out ATMs until 2,000 machines have been placed at a total cost of Â£6 million, which will be recovered, either by the sale or rental of the ATMs, to agents. Network growth PayPoint terminal outlets have grown to over 13,000 sites at 31 March 2005 (2004: 11,400) an increase of 15%. Installed ATMs have grown to 957 (31 March 2004: 358). New terminal The second generation terminal is proving to be popular with retailers. The new terminal offers much faster processing, better reliability and new functionality through a touch screen and a contactless smartcard reader. These functions help new products, including the new transport ticketing schemes, to be introduced rapidly and efficiently. The new terminal design is also chip and PIN compliant. The replacement of the old terminals commenced in October last year, with some 6,000 new terminals now in operation. It is anticipated that the old terminal estate will have been substantially replaced by the end of the current financial year at a total cost of approximately Â£6 million. Financial overview Turnover for the financial year was Â£89.1 million (2004: Â£67.1 million) up 33% driven by a 27% increase in transaction volumes. Cost of sales was Â£61.3 million (2004: Â£47.3 million) an increase of 30%. Cost of sales comprises commission paid to agents, depreciation and other items including telecommunications. Agents' commission increased to Â£50.3 million (2004: Â£37.7 million) up 33%, slightly ahead of volume growth as a result of the heavier mix of higher agent commission schemes, in particular mobile top-ups and ATM volumes. Depreciation has reduced to Â£1.8 million (2004: Â£2.0 million) because the first generation terminal estate has been completely written off and the new terminal deployment will not be completed until the end of the current financial year. Other costs of sales increased overall, but mainly as a consequence of the growth in the Irish mobile top-up business where PayPoint acts as principal and so the cost of the top-up is included in cost of sales (1). Gross profit improved to Â£27.7 million (2004: Â£19.8 million), 40% ahead of last year, with a gross margin of 31% (2004: 29%). Net revenue of Â£36.9 million (2004: Â£28.6 million) was up 29%, driven primarily by volume growth. Operating margins (2) were 33% (2004: 22%), benefiting from operational gearing and also from a delay in the migration of mobile top-ups, in some of our multiple retailers, from our terminals to the retailers' own till systems. Operating costs (administrative expenses) before exceptional items have risen to Â£15.7 million (2004: Â£13.6 million), an increase of 15%, driven largely by increased marketing expense in rolling out the new point of sale materials to independent retailers and investment in providing retailers with the ability to top-up mobile telephones using their own EPOS systems on PayPoint's network. Operating profit before exceptional charges was Â£12.0 million (2004: Â£6.2 million) with a corresponding increase in operating margins (2) as noted above. We incurred exceptional costs of Â£4.6 million of which Â£4.2 million related to the listing of the Company's shares on The London Stock Exchange and Â£0.4 million related to bid defence costs. Profit before tax after exceptional items was Â£8.1 million (2004: profit before tax Â£6.0million). The tax charge of Â£2.2 million results from the partial release of the brought forward deferred tax asset of Â£3.6 million. The remaining deferred tax asset of Â£1.4 million relates to capital allowances in excess of depreciation. Operating cash flow was Â£17.4 million (2004: Â£12.5 million), reflecting strong conversion of profit to cash and the impact of the Easter bank holiday weekend at the end of our financial year, which increased cash held for mobile operators to which PayPoint has legal title, but for which an equal amount is included in creditors (client cash). Net capital expenditure of Â£4.2 million (2004: Â£1.1 million) reflected spend on new terminals, ATMs and infrastructure assets. Net interest received of Â£0.6 million compared to a net interest paid of Â£0.1 million in 2004, as a result of the repayment of finance leases and increased net funds in 2005. Equity dividends paid were Â£0.8 million (2004: Â£0.3 million). The net financing outflow of Â£0.9 million was the repayment of leases and compares to a net outflow of Â£1.5 million last year, being Â£1.9 million of lease repayments, offset by Â£0.4 million of new lease finance. Net funds were Â£25.7 million including client cash of Â£11.1 million, up Â£13.1 million from Â£12.6 million, including client cash of Â£4.7 million at 31 March 2004. (1) In Ireland, PayPoint purchases the e-voucher and holds it in stock prior to its sale to the consumer. The full market value of the sale is included in turnover and the cost of the e-voucher and agents commission is included in cost of sales. This contrasts with the UK where, for mobile top-ups, turnover includes the commission only. (2) Operating margins are calculated as operating profit before exceptional items as a percentage of net revenue. Dividend We propose to pay a final dividend of 5.2 pence per share to shareholders in July, subject to approval of the shareholders at the annual general meeting. The dividend will be payable to shareholders on the register on 24 June 2005. No interim dividend was paid, as stated in the listing particulars. International Financial Reporting Standards (IFRS) Under European Union legislation, all listed groups will be required to report under IFRS for accounting periods commencing on or after 1 January 2005. The first annual report for PayPoint under IFRS will be in respect of the year ending 31 March 2006. The interim results for the six months ending 30 September 2005 will also be prepared in accordance with IFRS principles, with all comparative figures being restated as appropriate. As no substantial change is expected to the reported results, other than the reversal of the accrual for dividends payable, we do not currently expect to make a separate announcement concerning the impact of IFRS. Employees We would like to take this opportunity to thank PayPoints staff for their commitment and energy in achieving these results. Outlook There are many opportunites to grow the business in the UK and Ireland with good prospects in all markets, in particular through broadening the range of payments across the PayPoint retail network. Retail network growth and optimisation will continue to be priorities and we will review the potential for international expansion. Strong cash generation should continue, although capital expenditure for new terminals and ATMs, the reversal of the exceptional level of client cash, tax and dividend payments will deplete cash balances this year. In the first two months of the current year, trading has started well and we are confident of continuing growth. David Newlands Dominic Taylor Chairman Chief Executive 13 June 2005 CONSOLIDATED PROFIT & LOSS ACCOUNT Note Year ended Year ended 31 March 31 March 2005 2004 Â£000 Â£000 _____________________________________________________________________________ Turnover 2 89,054 67,132 Cost of sales 2 (61,332) (47,331) _____________________________________________________________________________ Gross profit 2 27,722 19,801 Administrative expenses (20,257) (13,629) Add back exceptional items 3 4,572 - _____________________________________________________________________________ Administrative expenses excluding exceptional items (15,685) (13,629) _____________________________________________________________________________ Operating profit before exceptional items 12,037 6,172 Exceptional items 3 (4,572) - _____________________________________________________________________________ Operating profit 7,465 6,172 Interest receivable and similar income 937 240 Interest payable and similar charges (339) (388) _____________________________________________________________________________ Profit on ordinary activities before taxation 8,063 6,024 Tax charge on profit on ordinary activities 4 (2,215) (4) _____________________________________________________________________________ Profit on ordinary activities after taxation 5,848 6,020 Dividend 5 (3,473) (1,055) _____________________________________________________________________________ Retained profit for the year 10 2,375 4,965 _____________________________________________________________________________ Earnings per share Basic 6 8.7p 9.1p Diluted 6 8.7p 9.0p Adjusted basic 6 15.5p 9.1p Dividend per share 5 5.2p 1.6p All turnover and operating profit is derived from continuing operations. There have been no recognised gains and losses attributable to the shareholders other than the profit for the current and preceding financial year, and accordingly no Statement of Total Recognised Gains and Losses is presented. CONSOLIDATED BALANCE SHEET Note 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Fixed assets Tangible assets 4,617 2,217 ______________________________________________________________________________ Current assets Stocks 472 32 ______________________________________________________________________________ Debtors: amounts falling due within one year 7 9,137 10,246 Debtors: amounts falling due after more than one year 7 - 375 ______________________________________________________________________________ Debtors 9,137 10,621 Cash at bank and in hand 8 25,950 13,832 ______________________________________________________________________________ 35,559 24,485 Creditors: amounts falling due within one year 9 (26,640) (15,645) ______________________________________________________________________________ Net current assets 8,919 8,840 ______________________________________________________________________________ Total assets less current liabilities 13,536 11,057 Creditors: amounts falling due after more than one year 9 (301) (304) ______________________________________________________________________________ Net assets 13,235 10,753 ______________________________________________________________________________ Capital and reserves Called up share capital 10 226 14,418 Share premium account 10 23,976 23,894 Capital redemption reserve 10 14,193 - Investment in own shares 10 (1) (25) Profit & loss account 10 (25,159) (27,534) ______________________________________________________________________________ Total shareholders' funds 13,235 10,753 ______________________________________________________________________________ Shareholders' funds are analysed as: Equity interests 13,235 (3,440) Non-equity interests - 14,193 ______________________________________________________________________________ 13,235 10,753 ______________________________________________________________________________ CONSOLIDATED CASH FLOW STATEMENT Note Year ended Year ended 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Net cash inflow from operating activities a 17,371 12,451 Returns on investments and servicing of finance b 598 (148) Capital expenditure (4,168) (1,127) ______________________________________________________________________________ 13,801 11,176 Equity dividends paid (783) (277) ______________________________________________________________________________ Net cash inflow before financing 13,018 10,899 Management of liquid resources - increase in short term deposits (3,500) (6,500) Financing b (900) (1,467) ______________________________________________________________________________ Net cash inflow 8,618 2,932 ______________________________________________________________________________ Reconciliation of net cash inflow to movement in cash at bank and in hand Net cash inflow 8,618 2,932 Increase in short term deposits 3,500 6,500 ______________________________________________________________________________ Increase in cash at bank and in hand 12,118 9,432 ______________________________________________________________________________ NOTES TO THE CASH FLOW STATEMENT a. Reconciliation of operating profit to net cash inflow from operating activities Year ended Year ended 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Operating profit before exceptional items 12,037 6,172 Exceptional items (4,572) - ______________________________________________________________________________ Operating profit 7,465 6,172 Depreciation charge 1,801 2,011 Increase in stocks (440) (32) (Increase)/decrease in debtors (731) 786 Increase/ (decrease) in creditors - client cash (note 9) 6,371 4,110 - other creditors 2,905 (596) ______________________________________________________________________________ Net cash inflow from operating activities 17,371 12,451 ______________________________________________________________________________ b. Analysis of cash flows Returns on investments and servicing of finance Interest received 937 240 ______________________________________________________________________________ Interest paid (207) (123) Interest element of finance lease (132) (265) ______________________________________________________________________________ (339) (388) ______________________________________________________________________________ 598 (148) Financing Increase in asset finance - 401 Repayment of capital element of finance lease (900) (1,868) ______________________________________________________________________________ (900) (1,467) ______________________________________________________________________________ c. Reconciliation of net cash flow to movement in net funds Year ended Year ended 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Net cash inflow 8,618 2,932 Cash inflow from management of liquid resources 3,500 6,500 Cash outflow from change in debt and lease financing 900 1,467 ______________________________________________________________________________ Change in net funds resulting from cash flows 13,018 10,899 New finance leases - (760) Debt converted 82 310 ______________________________________________________________________________ Change in net funds 13,100 10,449 Net funds at start of year 12,625 2,176 ______________________________________________________________________________ Net funds at end of year 25,725 12,625 ______________________________________________________________________________ d. Analysis of changes in net funds At beginning Non-cash At end of year Cash flows movements of year Â£000 Â£000 Â£000 Â£000 ______________________________________________________________________________ Cash 7,332 8,618 - 15,950 Short term deposits 6,500 3,500 - 10,000 ______________________________________________________________________________ Cash at bank and in hand 13,832 12,118 - 25,950 Other loans (82) - 82 - Finance leases (1,125) 900 - (225) ______________________________________________________________________________ 12,625 13,018 82 25,725 ______________________________________________________________________________ NOTES TO FINANCIAL STATEMENTS 1 Basis of preparation (i) The information set out above does not constitute the Groups statutory accounts for the years ended 31 March 2005 or 2004, but is derived from those accounts. Statutory accounts for 2004 have been delivered to the Registrar of Companies and those for 2005 will be delivered following the companys annual general meeting. The auditors have reported on those accounts; their reports were unqualified and did not contain statements under s237(2) or (3) of the Companies Act 1985. (ii) The accounting policies used for the preparation of the preliminary financial statements are unchanged from those used in the Group's 2004 annual report and financial statements, except that the group has implemented UITF 38 Accounting for ESOP Trusts from 1 April 2004. UITF 38 requires own shares held under trust to be deducted in arriving at shareholders' funds. Previously own shares held under trust were presented as fixed asset investments. Accordingly own shares held under trust at a book value of Â£25,000 have been reclassified from fixed asset investments to shareholders' funds. The implementation of UITF 38 had no material impact on the Group's previously reported profits and losses. Comparative figures have been restated in the balance sheet and related notes. 2. Segmental reporting, net revenue analysis and gross throughput (i) Segmental Information (a) Geographical segments The Group operates in both the UK and Republic of Ireland but the Group has only one reportable geographical segment as defined in SSAP 25 Segmental Reporting due to the fact that principally all operations and sales occur in the UK. (b) Classes of business The Group has one class of business, being cash payment collection and distribution services. (ii) Analysis of revenues by market Group turnover comprises the value of sales (excluding VAT) of services in the normal course of business and includes amounts billed to customers to be passed on to retail agents as commission payable. Cost of sales includes the cost to the Group of the sale, including commission to retail agents and the cost of mobile top-ups where PayPoint is the principal in the supply chain. Revenue performance of the business is measured by net revenue which is calculated as the total turnover from clients less commission payable to retail agents and the cost of mobile top-ups where PayPoint is the principal in the supply chain. (ii) Analysis of revenues by market continued Although there is only one class of business, the Group monitors net revenue with reference to each market in which the Group operates as follows: Year ended Year ended 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Turnover 89,054 67,132 less: Commission payable to retail agents (50,348) (37,743) Cost of e-vouchers on mobile topup sales as principal (1,810) (793) ______________________________________________________________________________ Net revenue 36,896 28,596 ______________________________________________________________________________ Net revenue by market Bill and general payments 18,861 15,005 Mobile top-ups 15,286 12,625 ATMs 1,947 307 Other 802 618 ______________________________________________________________________________ Net revenue before deferred revenue release 36,896 28,555 Deferred revenue release - 41 ______________________________________________________________________________ Net revenue including deferred revenue release 36,896 28,596 ______________________________________________________________________________ (ii) Analysis of revenues by market continued Commission payable is included within cost of sales as shown below Year ended Year ended 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Turnover 89,054 67,132 Cost of sales Commission payable to retail agents (50,348) (37,743) Cost of e-vouchers on mobile top-up sales as principal (1,810) (793) Other (9,174) (8,795) ______________________________________________________________________________ Total cost of sales (61,332) (47,331) ______________________________________________________________________________ Gross profit 27,722 19,801 ______________________________________________________________________________ (iii) Gross throughput Year ended Year ended 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Gross throughput 2,931,423 2,269,178 ______________________________________________________________________________ Gross throughput represents payments made by consumers using the PayPoint service and cash withdrawals from ATMs. Included within gross throughput is Â£104 million relating to ATM cash withdrawals by customers for the year ended 31 March 2005 (2004 Â£14.1 million). 3. Exceptional items Exceptional charges of Â£4.6 million relate to the listing of Company's shares on The London Stock Exchange (Â£4.2 million) and bid defence costs (Â£0.4 million). 4. Tax on profit of ordinary activities Year ended Year ended 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Analysis of tax charge on ordinary activities Deferred tax Timing differences origination and reversal - (4) Partial release of deferred tax asset (2,215) - ______________________________________________________________________________ (2,215) (4) ______________________________________________________________________________ 5. Dividend A final dividend of Â£3,473,000 is proposed (5.2p per share) to be paid on 21 July 2005 to members on the register on 24 June 2005. No interim dividends were proposed. The total dividends in the year ended 31 March 2004 were Â£1,055,000 (1.6p per share based on the adjusted number of shares after the share split as described in note 10). 6. Earnings per share (a) Basic and diluted earnings per share Basic and diluted earnings per share are calculated on the following profits and number of shares. Year ended Year ended 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Profit on ordinary activities after taxation (used for basic earnings per share) 5,848 6,020 Potential dilutive impact of interest saved on the conversion of debt 4 35 ______________________________________________________________________________ Diluted basis 5,852 6,055 ______________________________________________________________________________ Number Number of of shares shares Weighted average number of ordinary shares in issue (for basic earnings per share) 67,054,583 65,850,855 Dilutive potential ordinary shares: Conversion of convertible debt 30,550 652,979 Long term incentive plan 171,366 - Exercise of share options - 496,336 ______________________________________________________________________________ Diluted basis 67,256,499 67,000,170 ______________________________________________________________________________ (a) Basic earnings per share continued On 13 September 2004, the authorised share capital of 1,455,117,400 ordinary shares of 1p each were sub-divided into 4,365,352,200 ordinary shares of 1/3 p each. In accordance with Financial Reporting Standard 14 Earnings Per Share, the comparative figures for the numbers of shares used in the earnings have been adjusted retrospectively as if the shares had been denominated at 1/3 p each. (b) Adjusted earnings per share The adjusted earnings per share are calculated on the profit after tax but before exceptional items (see note 3). This adjusted measure has been presented in order to demonstrate the growth in earnings in the underlying business. Year ended Year ended 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Earnings used for unadjusted basic earnings per share 5,848 6,020 add: exceptional items 4,572 - ______________________________________________________________________________ Adjusted basis 10,420 6,020 ______________________________________________________________________________ 7. Debtors Amounts falling due within one year 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Trade debtors 6,519 5,910 Other debtors 782 276 Prepayments and accrued income 451 460 Deferred tax asset 1,385 3,600 ______________________________________________________________________________ 9,137 10,246 ______________________________________________________________________________ Amounts falling due after more than one year Other debtors - 375 ______________________________________________________________________________ - 375 ______________________________________________________________________________ Other debtors comprised a security deposit paid by the Company (now due within one year). 8. Cash at bank and in hand Included within cash at bank and in hand is Â£11.1 million (2004: Â£4.7 million) relating to monies collected on behalf of PayPoint clients where PayPoint has title to the funds (client cash). An equivalent balance is included within trade creditors (note 9). At 31 March 2005 the amount held included five days' collections (one day, two bank holidays and a weekend) rather than three days collections (one day and a weekend) at 31 March 2004. 9. Creditors Amounts falling due within one year 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Amounts owed in respect of client cash (see note 8) 11,099 4,728 Other trade creditors 5,094 3,675 ______________________________________________________________________________ Trade creditors 16,193 8,403 Obligations under finance leases 158 903 Other taxes and social security 708 138 Other creditors 55 515 Accruals 5,823 4,544 Deferred income 230 365 Dividend 3,473 777 ______________________________________________________________________________ 26,640 15,645 ______________________________________________________________________________ Amounts falling due after more than one year Obligations under finance leases 67 222 Convertible or redeemable loan stock - 82 Deferred income 234 - ______________________________________________________________________________ 301 304 ______________________________________________________________________________ 10. Capital and reserves 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Authorised share capital 4,365,352,200 ordinary shares of 1/3 p each (2004: 244,530,200 ordinary shares including deferred ordinary shares of 1p each) 14,551 2,445 2004: 1,210,587,200 F shares of 1p each - 12,106 ______________________________________________________________________________ 14,551 14,551 ______________________________________________________________________________ Called up, allotted and fully paid share capital 67,653,358 ordinary shares of 1/3p each (2004: 22,427,499 ordinary shares of 1p each) 226 225 2004: 208,735,620 deferred ordinary shares of 1p each - 2,087 2004: 1,210,587,111 F shares of 1p each - 12,106 ______________________________________________________________________________ 226 14,418 ______________________________________________________________________________ Capital Reorganisation On 23 July 2004 1,210,587,111 F shares of 1p each were converted into and were re-designated as 1,210,587,111 deferred shares of 1p each. As a result of such conversion there are no remaining F shares in the capital of the Company. On 13 September 2004 1,419,322,731 deferred shares of 1p each were repurchased (for a total sum of 1p for all such deferred shares) and cancelled by the Company in accordance with its Articles of Association. As a result of such repurchase there were no remaining deferred shares in the capital of the Company. This transaction created a capital redemption reserve of Â£14.2 million. On 13 September 2004 1,455,117,400 ordinary shares of 1p each were sub-divided into 4,365,352,200 ordinary shares of 1/3 p each. 10. Capital and reserves continued 31 March 31 March 2005 2004 Â£000 Â£000 ______________________________________________________________________________ Called up share capital At start of year 14,418 14,415 Loan stock converted - 3 Share issued under Share Incentive Plan 1 - Deferred shares purchased and cancelled (14,193) - ______________________________________________________________________________ At end of year 226 14,418 ______________________________________________________________________________ Share premium At start of year 23,894 23,586 Loan stock converted 82 308 ______________________________________________________________________________ At end of year 23,976 23,894 ______________________________________________________________________________ Capital redemption reserve At start of year - - Deferred shares purchased and cancelled 14,193 - ______________________________________________________________________________ At end of year 14,193 - ______________________________________________________________________________ Investment in own shares At start of year as originally stated - - Reclassified (see note 1 (ii)) (25) (25) ______________________________________________________________________________ At start of year as restated (25) (25) Issued on exercise of options 25 - Issued under share incentive plan (1) - ______________________________________________________________________________ At end of year (1) (25) ______________________________________________________________________________ Profit and loss account At start of year (27,534) (32,499) Profit for the year 2,375 4,965 ______________________________________________________________________________ At end of year (25,159) (27,534) ______________________________________________________________________________ This information is provided by RNS The company news service from the London Stock Exchange

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