Interim Results

Wincanton PLC 09 November 2006 For Immediate Release 9 November 2006 WINCANTON plc Interim Results for the half year ended 30 September 2006 (unaudited) 'Another period of profit and dividend growth' 2006 2005 % £m £m change Revenue 931.8 879.8 Underlying operating profit 21.4 20.0 7.0% Net financing costs (4.4) (4.0) Associates - - Underlying profit before tax 17.0 16.0 6.3% Other items (net) (1.9) (0.8) Profit before tax 15.1 15.2 Underlying earnings per share 10.1p 9.5p 6 .3% Basic earnings per share 8.8p 9.1p Dividend per share 4.26p 3.94p 8.1% Note: Underlying profit before tax and earnings per share are stated before exceptional restructuring costs of £1.8m (2005: £1.4m), exceptional property profits of £0.7m (2005: £0.8m) and amortisation of acquired intangibles of £0.8m (2005: £0.2m). Operating profit including these items amounted to £19.5m (2005: £19.2m). OPERATIONAL HIGHLIGHTS • 10% profit growth in the UK & Ireland; strong performance and continued momentum • Recent in-fill acquisitions enhance and expand service offering; profit contribution in H2 • Tariff increases in Mainland Europe address short-term H1 margin pressure; second half improvement expected FINANCIAL HIGHLIGHTS • Underlying operating profit up 7.0% to £21.4m • Underlying earnings per share up 6.3% • Dividend growth again significantly in excess of inflation at 8.1% Commenting on the results, Graeme McFaull, Wincanton Chief Executive, said: 'These results build further on our track record of profit and dividend growth. We see continuing opportunity for growth across our businesses and geographies, both organically and through acquisition.' For further enquiries please contact: Wincanton Graeme McFaull, Chief Executive +44 (0) 1249 710000 Gerard Connell, Group Finance Director Buchanan Communications Charles Ryland / Jeremy Garcia +44 (0) 207 466 5000 Half Year Review For the six months ended 30 September 2006 Introduction The six months to 30 September 2006 represented another period of profit progress for Wincanton. Our strong customer base, our growing range of services, our expansion into new sectors and our Pan-European coverage again provided attractive opportunities for the Group. High levels of new business activity continue to be a key feature of our performance. Our UK & Ireland operations delivered an excellent result, with a profit contribution up 10% on the same period last year. A shortage of sub-contractor capacity in Mainland Europe led to short-term margin pressure and a weaker first half. Tariff increases to customers have now been implemented and a better financial performance is expected in the remainder of the year. The Board has declared an interim dividend of 4.26p, an increase of 8.1% on last year's dividend of 3.94p. Wincanton's track record of profitable growth, its high returns on capital employed and its strong cashflow have enabled the Board to consistently recommend dividend increases significantly in excess of inflation. Two UK companies were purchased shortly after the period end, for a total investment of up to £36m, providing further evidence of the Group's ability to supplement organic growth with reasonably-priced infill acquisitions. The acquisitions bring market-leading positions in the building products and construction industries, and in home delivery, which we believe to be markets which offer attractive growth prospects. We expect these acquisitions to add to the already strong growth momentum of our operations in the UK & Ireland. UK & Ireland The recently-announced contract renewal and extension with Somerfield, under which Wincanton becomes the sole logistics provider to the high street supermarket chain, confirms Wincanton's market-leading position in the retail sector. Estimated to generate turnover of some £900m over its 5-year life, this is believed to represent the largest contact award in the UK this year. Other wins in grocery retail included seasonal relief operations for Tesco and Sainsbury and a new composite facility for Sainsbury to support the continuing development of its convenience store offering. In general retail we commissioned a new 700,000 sq ft direct import centre for Argos at Kettering, and also successfully opened an inland container port which has already secured volumes from Dixons, Argos and UTI. Both these initiatives result from our strategy of working with our significant retail customer base to increase the efficiency of their in-bound logistics. Another recent gain in the general retail sector is a newly-commissioned 540,000 sq ft warehouse for the fast-growing retailer ScrewFix, part of the Kingfisher Group. Our major new primary transport contract for Britvic was successfully launched in April. The strength of our transport management services, across a broad range of customers and sectors, was further evidenced in the period by business wins with customers such as Hotpoint, Panasonic, LDH La Doria and Hanson. Incremental transport business was also won with existing customers such as Stylo, WH Smith and Woolworth. Gainshare initiatives, based on leveraging Wincanton's significant presence in the UK to deliver increased transport efficiencies for customers, have the potential to deliver incremental profit improvement. The first half saw further progress in a number of our ancillary activities. Our in-store services unit secured further business with B&Q and new business with Staples. Our document storage operations in Dublin and London are securing new volumes for their recently expanded facilities and Consilium, our consultancy business, was awarded assignments by, amongst others, B&Q, Chevron, British Bakeries and Wyevale Garden Centres. Pullman Fleet Services, our contract maintenance operation, reported lower profits as a consequence of net business losses and contract start-up costs but nonetheless delivered new business with customers such as Hill Hire, Iceland and Sainsbury. Contract renewals in the UK & Ireland in the period included contracts with Argos, BP Castrol, Dairy Crest, Husqvarna, Marks & Spencer and Musgrave. Mainland Europe The new management teams and organisational structures put in place in Mainland Europe earlier this year are having a positive effect upon our operational capabilities, our business development pipeline and the market's awareness of Wincanton. Financial performance in the first half was, however, adversely affected by short-term margin pressure and reported operating profit was down from £1.8m to £1.4m. Increased levels of economic activity led, in a number of our markets, to a shortage of sub-contractor capacity. This was particularly marked in our Dutch-based international transport activities although it also affected gross margins in domestic transport operations in countries such as Germany, Poland and Spain. These cost increases are progressively being recovered from customers and a better second half is anticipated, particularly in road transport. Other negative factors in the first half were a poor performance and continuing losses in Spain, and lower than expected results from a contract start-up in Central Europe. Further steps to address the performance of the Spanish business are being taken and the contract start-up issues in the Czech Republic have been resolved. We were pleased with the contribution from our enlarged French operations. New business was won with both new and existing customers including Kronenbourg, Christophle and Kiala. For Kronenbourg we are building a new distribution centre in Strasbourg. Christophle, the tableware company, brought new volumes to an existing site. Kiala, an internet fulfilment company, is a further addition to a growing customer portfolio in internet, TV and catalogue retailing. Unutilised capacity in certain shared user sites may be a constraint on the speed of profit progress, but we are already seeing incremental opportunities in France as a consequence of our increased scale and market presence. Higher levels of investment in sales and marketing, including a further strengthening of our key account management structure, are also beginning to enhance our business development pipelines across Mainland Europe. New business was won in Germany in the period with customers such as VW, Elco, Optimus, MAN and Wurth. Recent contract gains and renewals in our international freight management business in Holland included Sony, Rohm & Haas and Ford. We also remain encouraged by the continuing opportunities for expansion in Central and Eastern Europe. Gains in the period included international transport for LG Electronics, Fagor and Electrolux, domestic transport for Ford, Volvo and Jaguar and a warehousing and distribution centre for Bridgestone in Poland. We have also recently been awarded a contract to commission a new 250,000 sq ft facility for Henkel in Hungary, adding to the business already managed for this customer in both France and Germany. Financial Review Group turnover, at £931.8m, was 5.9% higher than for the same period last year. Underlying operating profit, at £21.4m, was 7.0% ahead of last year. In a strong first half, the UK & Ireland delivered a 10% increase in operating profit, to £20.0m, on turnover unchanged at £575.1m. Revenues in Mainland Europe increased by 16.7%, to £356.7m but operating profit declined from £1.8m to £1.4m. Net exceptional costs of £1.1m were incurred in the first half. A £1.8m charge arose from the exit from our Spanish vehicle fleet, which involved the redundancy of 33 drivers, and from the final post-acquisition integration costs in France. An exceptional profit of £0.7m was realised on the disposal of a property in Grangemouth, the most recent sale in our programme of surplus property disposals. Further property disposals are anticipated in the second half which we would expect to offset the exceptional costs incurred in the year. Net debt at the half year stood at £85.7m compared to £60.6m at 31 March 2006, principally as a consequence of payments of £27m to the pension fund, as agreed with the scheme trustees, consisting of £23m relating to the balance of the £40m up-front contribution and £4m being the first half payment of the agreed £8m incremental annual contribution. Our two recently-announced acquisitions, at a combined cost of up to £36m, will increase the Group's year-end debt. Net financing costs increased from £4.0m to £4.4m, giving underlying profit before tax up 6.3% to £17.0m. A tax charge of 31%, and no deductions for minority interests, produced underlying earnings of £11.7m, an 8.3% increase on last year. Underlying earnings per share, at 10.1p per share, increased at the slightly lower rate of 6.3% as a consequence of an increase of 1.4m shares in the Group's average issued share capital through the exercise of share options. Dividend The Board has declared an interim dividend of 4.26p, an increase of 8.1% on last year's dividend of 3.94p. This will be paid on 10 January, 2007 to shareholders on the register at 8 December, 2006. Pensions The changes in pension policy that remained subject to employee consultation at the year end, which related principally to the cost of future service accrual, have now been agreed and implemented. Outlook We expect to see the encouraging momentum of our UK & Ireland businesses continue into the second half, supplemented by initial contributions from our recent acquisitions. We see the UK & Ireland continuing to be the key driver of the Group's medium-term growth. An improved performance is anticipated in the second half from our Mainland European operations. We expect the full year to be another year of operational and strategic progress for Wincanton and see attractive opportunities for further development, both organically and through acquisition. Wincanton is well-placed, with a leading position in a fragmented market, to build further on its track record of consistent profitable growth. David Malpas Chairman 8 November 2006 Consolidated income statement for the half year ended 30 September 2006 (unaudited) Half year Half year Year ended ended ended 30 Sept 30 Sept 31 March 2006 2005 2006 £m £m £m Note Revenue 2 931.8 879.8 1,809.3 Underlying operating profit 2 21.4 20.0 42.0 Amortisation of acquired (0.8) (0.2) (1.0) intangibles Exceptional restructuring costs 3 (1.8) (1.4) (8.1) Exceptional property profits 3 0.7 0.8 8.1 Operating profit 19.5 19.2 41.0 Financial income 4 1.7 0.9 2.0 Financial expenses 4 (6.1) (4.9) (11.7) Net financing costs (4.4) (4.0) (9.7) Share of results of associates - - - Profit before tax 15.1 15.2 31.3 Income tax expense 5 (5.0) (4.6) (8.4) Profit for the period 10.1 10.6 22.9 Attributable to - equity shareholders of Wincanton 10.1 10.4 22.7 plc - minority interests - 0.2 0.2 Profit for the period 10.1 10.6 22.9 Earnings per share 8 - basic 9.1p 4.2p 16.419p - basic 8.8p 9.1p 19.9p - diluted 8.6p 9.0p 19.5p Dividend declared and paid in the 9.9 8.8 13.3 period (£m) All operations in the above financial periods were continuing. The dividend per share proposed in respect of the above period is 4.26p (2005: 3.94p). Consolidated statement of recognised income and expense for the half year ended 30 September 2006 (unaudited) Half year Half year Year ended ended ended 30 Sept 30 Sept 31 March 2006 2005 2006 £m £m £m Actuarial gain/(loss) on defined benefit pension schemes (net of deferred tax) 14.9 - (46.7) Net foreign exchange (loss)/gain on investment in foreign subsidiaries net of hedged items (0.8) 0.5 0.3 Tax taken directly to or transferred from - - 0.7 equity Net profit/(loss) recognised directly in 14.1 0.5 (45.7) equity Profit for the period 10.1 10.6 22.9 24.2 11.1 (22.8) Effect of change in accounting policy Adoption of IAS 39 on 1 April 2005, net of - - (0.1) tax Total recognised income and expense for 24.2 11.1 (22.9) the period Attributable to - equity shareholders of Wincanton plc 24.2 10.9 (23.1) - minority interests - 0.2 0.2 Total recognised income and expense for 24.2 11.1 (22.9) the period Consolidated balance sheet at 30 September 2006 (unaudited) 30 Sept 30 Sept 31 March 2006 2005 2006 Note £m £m £m Non-current assets Restated Goodwill and intangible 68.8 49.3 71.7 assets Property, plant and equipment 226.7 235.5 232.5 Investments 0.6 0.8 0.8 Deferred tax assets 21.9 16.4 32.3 318.0 302.0 337.3 Current assets Inventories 7.6 6.7 7.4 Trade and other receivables 330.8 306.0 310.8 Cash and cash equivalents 6 50.6 44.2 56.1 389.0 356.9 374.3 Current liabilities Income tax payable (5.2) (5.6) (5.6) Borrowings 6 (16.3) (1.8) (3.2) Trade and other payables (419.5) (404.8) (412.9) Employee benefits (6.4) (3.9) (7.5) Provisions (17.5) (14.3) (16.5) (464.9) (430.4) (445.7) Net current liabilities (75.9) (73.5) (71.4) Total assets less current 242.1 228.5 265.9 liabilities Non-current liabilities Borrowings 6 (120.0) (90.3) (113.5) Other payables (1.0) (3.2) (1.3) Employee benefits (95.7) (98.5) (144.8) Provisions (44.5) (36.4) (42.9) Deferred tax liabilities (1.1) (1.8) (1.1) (262.3) (230.2) (303.6) Net liabilities (20.2) (1.7) (37.7) Equity Issued share capital 12.0 11.8 11.8 Share premium 8.5 4.8 6.5 Merger reserve 3.5 3.5 3.5 Translation reserve 1.9 2.9 2.7 Retained earnings (46.4) (25.1) (62.5) Equity deficit attributable to shareholders of Wincanton plc (20.5) (2.1) (38.0) Minority interest 0.3 0.4 0.3 Total equity deficit 10 (20.2) (1.7) (37.7) Consolidated statement of cash flows for the half year ended 30 September 2006 (unaudited) Half year Half year Year ended ended ended 30 Sept 30 Sept 31 March Note 2006 2005 2006 £m £m £m Operating activities Profit before tax 15.1 15.2 31.3 Adjustments for - depreciation and 17.1 15.9 33.8 amortisation - interest expense 4.4 4.0 9.7 - profit on sale of property, plant (0.7) (0.8) (8.1) and equipment - share-based payments fair 0.7 0.3 1.1 value charges Operating profit before changes in working 36.6 34.6 67.8 capital and provisions Increase in trade and other (23.7) (22.3) (2.8) receivables Increase in inventories (0.3) (0.7) (1.1) Increase in trade and other 12.2 27.0 9.0 payables Increase/(decrease) in 1.5 (0.1) (1.1) provisions Decrease in employee (28.2) (0.7) (17.3) benefits provisions Cash generated from (38.5) 3.2 (13.3) operations Cash flows from operating (1.9) 37.8 54.5 activities Investing activities Proceeds from sale of property, plant 3.8 7.9 24.0 and equipment Interest received 0.7 1.2 2.0 Sale of investments 0.1 - - Acquisitions net of cash acquired 9 - 0.7 (21.4) Acquisition of property, plant and (16.7) (25.4) (40.3) equipment Interest paid (4.4) (3.3) (7.6) Income taxes paid (1.3) (2.6) (3.0) Cash flows from investing (17.8) (21.5) (46.3) activities Financing activities Proceeds from the issue of 2.2 0.5 2.2 share capital Movement in shares held by Employee 0.3 - - Benefit Trust Increase/(decrease) in 22.3 (25.2) (1.5) borrowings Payment of finance lease (0.3) (0.5) (1.5) liabilities Dividends paid to minority interest in - (0.2) (0.3) subsidiary undertakings Equity dividends paid (9.9) (8.8) (13.3) Cash flows from financing 14.6 (34.2) (14.4) activities Net decrease in cash and cash (5.1) (17.9) (6.2) equivalents Cash and cash equivalents at 56.1 61.9 61.9 beginning of year Effect of exchange rate (0.4) 0.2 0.4 fluctuations on cash held Cash and cash equivalents at end 50.6 44.2 56.1 of year Represented by - cash at bank and in hand 21.3 12.3 26.3 - restricted cash, being deposits held by the 29.3 31.9 29.8 Group's captive insurer 50.6 44.2 56.1 Notes to the Interim Report for the half year ended 30 September 2006 (unaudited) 1 Status of Interim Report and basis of preparation The Interim Report was approved by the Board on 8 November 2006. The financial information set out herein is unaudited but has been reviewed by the auditors and their report to the Company is set out on page 16. The financial information contained in the Interim Report does not constitute statutory accounts. The comparative figures for the half year ended 30 September 2005 have been extracted from the Group's Interim Report for that period. The comparative figures for the financial year ended 31 March 2006 have been extracted from the Group's statutory accounts for that financial year and those accounts have been reported on by the Group's auditors and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under Section 237(2) or (3) of the Companies Act 1985. The financial information contained in the Interim Report has been prepared on the basis of the accounting policies and presentation set out in, and applied in the preparation of, the Group's published, consolidated financial statements for the year ended 31 March 2006. 2 Segment information Segment information is presented in respect of the Group's geographical segments, being the primary segmentation format based on the Group's management and internal reporting structure. As the secondary segment is the business of contract logistics services which encompasses the entire scope of Wincanton's operations, no further segment analysis is required. The Group operates in two principal geographical areas, the United Kingdom & Ireland, and Mainland Europe. In presenting information on the basis of geographical segments, segment revenue and assets are based on the geographical location of the business operations. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. UK & Ireland Mainland Europe Consolidated Half Half Year Half Half Year Half Half Year year year ended year year ended year year ended ended ended 31 ended ended 31 ended ended 31 30 Sept March 30 Sept March 30 Sept March 30 2005 2006 30 2005 2006 30 2005 2006 Sept Sept Sept 2006 2006 2006 £m £m £m £m £m £m £m £m £m Revenue 575.1 574.1 1,156.3 356.7 305.7 653.0 931.8 879.8 1,809.3 Underlying 20.0 18.2 37.8 1.4 1.8 4.2 21.4 20.0 42.0 operating profit by segment Amortisation - - - (0.8) (0.2) (1.0) (0.8) (0.2) (1.0) of acquired intangibles Exceptional - (1.4) (3.9) (1.8) - (4.2) (1.8) (1.4) (8.1) restructuring costs Exceptional 0.7 0.8 8.0 - - 0.1 0.7 0.8 8.1 property profits Operating 20.7 17.6 41.9 (1.2) 1.6 (0.9) 19.5 19.2 41.0 profit Notes to the Interim Report (continued) 3 Exceptionals Half year Half year Year ended ended ended 30 Sept 30 Sept 31 March 2006 2005 2006 £m £m £m Exceptional restructuring costs Reorganisation of operating structure (0.2) - (0.9) post-acquisition Relocation of UK head office and business - (1.4) (4.2) rationalisation Closure of operations in Spain (2006 year (1.6) - (3.0) end: Germany) (1.8) (1.4) (8.1) Exceptional property profits - sale of 0.7 0.8 8.1 freehold land & buildings 4 Net financing costs Half year Half year Year ended ended ended 30 Sept 30 Sept 31 March 2006 2005 2006 £m £m £m Interest income 0.7 0.9 2.0 Expected return on defined benefit pension 16.1 - - scheme assets Interest on defined benefit pension scheme (15.1) - - obligations 1.7 0.9 2.0 Interest expense (4.7) (3.6) (8.2) Finance charges payable in respect of finance (0.2) (0.2) (0.5) leases Interest on defined benefit pension scheme - (13.0) (26.0) obligations Expected return on defined benefit pension - 12.8 24.6 scheme assets Unwinding of discount on insurance and other (1.2) (0.9) (2.0) provisions (6.1) (4.9) (12.1) Less finance costs capitalised - - 0.4 (6.1) (4.9) (11.7) Net financing costs (4.4) (4.0) (9.7) Notes to the Interim Report (continued) 5 Income tax expense Half year Half year Year ended ended ended 30 Sept 30 Sept 31 March 2006 2005 2006 Recognised in the income statement £m £m £m Current tax expense Current year 0.7 4.0 2.3 Adjustments for prior years - - (0.9) 0.7 4.0 1.4 Deferred tax expense Current year 4.3 0.6 6.4 Adjustments for prior years - - 0.6 4.3 0.6 7.0 Total income tax expense in the 5.0 4.6 8.4 income statement Notes to the Interim Report (continued) 6 Analysis of net debt 30 Sept 30 Sept 31 March 2006 2005 2006 £m £m £m Cash and cash equivalents Cash at bank and in hand 21.3 12.3 26.3 Restricted cash, being deposits held 29.3 31.9 29.8 by the Group's captive insurer 50.6 44.2 56.1 Borrowings Current Bank loans and overdrafts (15.2) (0.8) (2.1) Finance lease liabilities (1.1) (1.0) (1.1) (16.3) (1.8) (3.2) Non-current US$ private placement (86.4) - (88.4) Bank loans (29.7) (85.4) (20.9) Finance lease liabilities (3.9) (4.9) (4.2) (120.0) (90.3) (113.5) Total net debt (85.7) (47.9) (60.6) 7 Dividends An interim dividend is proposed of 4.26p per share to be paid on 10 January 2007 to shareholders on the register on 8 December 2006. Under IFRS the proposed dividend is not shown as a charge to the income statement, but is accounted for when it becomes a liability of the Company. The total of the interim dividend is expected to be £5.0m (2005: Interim £4.5m). In August 2006 the final dividend of 8.60p per share was paid to shareholders, a total of £9.9m. Notes to the Interim Report (continued) 8 Earnings per share Earnings per share are calculated on the basis of earnings attributable to the equity shareholders of Wincanton plc of £10.1m (2005: £10.4m) and the weighted average of 115.3m (2005:113.9m) shares which have been in issue throughout the period. The diluted earnings per share are calculated on the basis of an additional 2.0m (2005: 1.4m) shares deemed to have been issued at £nil consideration under the Company's share option schemes. An alternative earnings per share number is shown below, being before exceptionals, amortisation of acquired intangibles, goodwill impairment and related tax, since the Directors consider that this provides further information on the underlying performance of the Group. Half year Half year ended ended Year ended 30 Sept 30 Sept 31 March 2006 2005 2006 pence pence pence Underlying earnings per share - basic 10.1 9.5 19.2 - diluted 10.0 9.3 18.9 Underlying earnings are determined as follows: Half year Half year ended ended Year ended 30 Sept 2006 30 Sept 2005 31 March 2006 £m £m £m Profit for the period attributable to equity shareholders of Wincanton plc 10.1 10.4 22.7 Exceptional restructuring 1.8 1.4 8.1 costs (note 3) Exceptional property profits (0.7) (0.8) (8.1) (note 3) Amortisation of acquired 0.8 0.2 1.0 intangibles Tax on the above items (0.3) (0.4) (1.7) Underlying earnings 11.7 10.8 22.0 9 Acquisitions The fair value adjustments relating to the acquisition of Premium Logistics on 7 October 2005 have been reviewed and revised, as permitted under IFRS 3 Business Combinations. As a result the value of intangible assets recognised has been reduced by £1.2m, and the fair values of property, plant and equipment and of provisions have been revised by £2.2m and £1.0m respectively. These adjustments reflect the increased understanding of the contractual obligations acquired. Accordingly an additional amount of goodwill has been recognised of £2.9m, after tax. In line with IFRS 3 these adjustments have been reflected at the date of acquisition and the prior year balance sheet restated accordingly. 10 Reconciliation of movements in capital and reserves Issued Share Merger Translation Retained Minority Total share premium reserve reserve earnings equity capital deficit £m £m £m £m £m £m £m Balance at 1 April 2006 11.8 6.5 3.5 2.7 (62.5) 0.3 (37.7) Total recognised income and expense - - - (0.8) 25.0 - 24.2 Increase in IFRS2 - - - - 0.7 - 0.7 reserve Movement in shares held - - - - 0.3 - 0.3 by EBT Shares issued 0.2 2.0 - - - - 2.2 Dividends to - - - - (9.9) - (9.9) shareholders Balance at 30 September 12.0 8.5 3.5 1.9 (46.4) 0.3 (20.2) 2006 Balance at 1 April 2005 11.7 4.4 3.5 2.4 (26.9) 0.4 (4.5) Total recognised income and expense - - - 0.5 10.4 0.2 11.1 Increase in IFRS2 - - - - 0.2 - 0.2 reserve Shares issued 0.1 0.4 - - - - 0.5 Dividends to - - - - (8.8) (0.2) (9.0) shareholders Balance at 30 September 11.8 4.8 3.5 2.9 (25.1) 0.4 (1.7) 2005 Balance at 1 April 2005 11.7 4.4 3.5 2.4 (26.9) 0.4 (4.5) Total recognised income - - - 0.3 (23.4) 0.2 (22.9) and expense Increase in IFRS2 - - - - 1.1 - 1.1 reserve Shares issued 0.1 2.1 - - - - 2.2 Dividends to - - - - (13.3) (0.3) (13.6) shareholders Balance at 31 March 11.8 6.5 3.5 2.7 (62.5) 0.3 (37.7) 2006 Independent review report to Wincanton plc Introduction We have been instructed by the Company to review the financial information for the six months ended 30 September 2006 which comprises the consolidated income statement, the statement of recognised income and expense, the balance sheet, statement of cashflows and related notes. We have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Listing Rules of the Financial Services Authority. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached. Directors' responsibilities The Interim Report, including the financial information contained therein, is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Interim Report in accordance with the Listing Rules of the Financial Services Authority which 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: Review of interim financial information issued by the Auditing Practices Board for use in the UK. 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 International Standards on Auditing (UK and Ireland) 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 2006. KPMG Audit Plc Chartered Accountants 100 Temple Street Bristol BS1 6AG 8 November 2006 SHAREHOLDER INFORMATION Shares traded ex-dividend 6 December 2006 Record date for interim dividend 1 8 December 2006 Interim dividend paid 10 January 2007 Preliminary announcement of full year June 2007 results Annual General Meeting July 2007 Interim results and dividend November 2007 announced 1 Shareholders on the register at this date will receive the dividend. SHAREHOLDER ENQUIRIES All administrative enquiries relating to shareholdings should, in the first instance, be directed to the Registrar at the following address: Lloyds TSB Registrars The Causeway Worthing West Sussex BN99 6DA This information is provided by RNS The company news service from the London Stock Exchange

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