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Maclellan Group (MLG)

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Monday 10 September, 2001

Maclellan Group

Interim Results

Maclellan Group PLC
10 September 2001

MacLellan Group plc (the 'Group')

Interim results for the six months ended 30 June 2001

Chairman's Statement

The Group has continued to make very positive progress during the half year to
30 June 2001 and I am pleased to be able to report a profit before goodwill
amortisation and taxation of £1.014 million (half year to March 2000: £0.202
million) on turnover of £65.274 million (2000: £18.130 million). Comparable
headline earnings per share increased by 217% to 1.9 pence (2000: 0.6 pence).
Period end gearing was 12% (2000: 60%). No dividend is proposed.

Acquisitions and Disposals

We completed the disposal on 9 July 2001 of the entire issued share capitals
of Jordan Engineering UK Limited and Jordan Fabrications Limited to Booth
Industries Group PLC ('Booth') for a consideration of circa £3.875 million,
which has been satisfied by the issue of Booth ordinary shares and interest
bearing loan stock. In addition, Booth assumed £1 million of intra-group debt,
which was repaid to us on 17 July 2001. The results of these companies have
been shown as discontinued operations.

We completed the acquisition of the London based Ramoneur Cleaning and Support
Services Limited ('Ramoneur') for a consideration of £5 million on 9 August
2001. This acquisition significantly expands our presence in the South East
where we have traditionally only had a small presence. The consideration has
been satisfied by the issue of 1,408,726 new ordinary shares in MacLellan
Group plc to the vendors together with cash and loan notes amounting to £
4,105,459. It is a measure of our improved financial strength that this
acquisition was completed from our own resources.

Operational Review

MacLellan International Limited secured the largest contract in its history,
namely the £100 million seven year STEPS contract with Mapeley Limited, on 28
March 2001. The contract formally started on 1 April 2001 and it is already
operating satisfactorily. The results for the half year include the full
effect of start up costs associated with this contract and with three retail
centre contracts recently awarded by Standard Life for a 3 year period at an
annual value of £2.5 million.

MacLellan International Limited has continued to grow organically in its
chosen retail, industrial and PFI market sectors and it is developing quickly
into a major integrated services provider. The second half of the current
financial year will see the integration of Ramoneur's operations and the start
of further new contracts with a number of major customers, especially in the
retail sector.

We are particularly pleased to have started work for Lendlease at the
Touchwood Centre on 5 September 2001. Touchwood, which is located at Solihull
in the West Midlands, is a sister development of the very successful Bluewater
centre which is based in Kent. The Touchwood contract is expected to have an
annual value of approximately £2 million.

Our Integrated Services Division has embarked on a number of employee
motivation, quality and health and safety initiatives in the first half of
2001. A Merit Award Scheme is available to all employees as is membership of
an appropriate Pension Scheme (our response to the Government's Stakeholder
Pension initiative). In addition, the MacLellan Sharesave Scheme 2001 received
formal Inland Revenue approval on 20 June 2001. We recognise the value of our
employees and we strive to be an innovative and responsible employer.

The Jordan operations within our Engineering Services Division performed
satisfactorily during the period with particularly good progress seen on major
contract work at Devonport.

A positive cashflow of £2.337 million was generated during the period as a
result of both improved operating profitability and better working capital


The Board has actively pursued a strategy since July 1998 of expanding the
Group's presence in the outsourced business services market. Our operations
are growing strongly both in terms of turnover and operating profit levels. We
will continue to seek earnings enhancing acquisitions in selected market
sectors in order to improve the range and quality of the Group's business


The Board is confident about the future of the Group and expects further
positive progress to be made in the second half of the current financial year.

A L R Morton

10 September 2001


                             Half year to 30 June 2001    Half year   15 months
                                                                 to          to
                                    (unaudited)            26 March 31 December
                                                               2000        2000
                                                        (unaudited)   (audited)
                                Before Goodwill   Total
                                  £000     £000    £000        £000        £000

Continuing operations           46,028        -  46,028       8,439      75,832
Discontinued operations         19,246        -  19,246       9,691      25,575
                                65,274        -  65,274      18,130     101,407

Cost of Sales                 (59,006)        - (59,006)    (15,192)    (89,915)
Gross Profit                     6,268        -   6,268       2,938      11,492

Administrative Expenses
Goodwill amortisation                -    (324)   (324)        (64)       (513)
Exceptional items                    -        -       -           -       (205)
Other                          (5,055)        - (5,055)     (2,592)     (9,260)
                               (5,055)    (324) (5,379)     (2,656)     (9,978)
Operating Profit
Continuing operations              921    (324)     597         121       1,409
Discontinued operations            292        -     292         161         105
                                 1,213    (324)     889         282       1,514
Exceptional provision for
loss on sale of business
Goodwill previously written          -        -       -           -     (1,790)
Other                                -        -       -           -     (2,200)
                                     -        -       -           -     (3,990)
Interest payable                 (199)        -   (199)       (144)       (445)

Profit on ordinary               1,014    (324)     690         138     (2,921)
activities before taxation
Taxation                                              -           -       (110)

Profit on ordinary                                  690         138     (3,031)
activities after taxation

Dividends                                             -           -           -
Retained profit for the                             690         138     (3,031)
financial period
Earnings per share

Headline basis                                     

- undiluted                                        1.9p        0.6p        3.7p
- diluted                                          1.8p        0.6p        3.5p

FRS 3 basis                                     --------------------------------
- undiluted                                        1.3p        0.4p      (6.7)p
- diluted                                          1.2p        0.4p      (6.4)p


                                  30 June 2001  26 March 2000  31 December 2000
                                   (unaudited)    (unaudited)         (audited)
                                          £000           £000              £000
Fixed Assets
Intangible assets                       12,382          2,780            12,734
Tangible assets                          3,883          2,910             4,077
Investments                                225            275               225
                                        16,490          5,965            17,036

Current Assets
Stocks                                   4,457          2,042             3,857
Debtors                                 26,027          8,455            29,745
Cash at bank and in hand                   217              -               603
                                        30,701         10,497            34,205
Creditors: Amounts falling due
within one year
Borrowings                             (2,480)        (2,246)           (5,614)
Other creditors                       (22,787)        (6,851)          (24,363)
                                      (25,267)        (9,097)          (29,977)
Net current assets                       5,434          1,400             4,228

Total assets less current               21,924          7,365            21,264
Creditors: Amounts falling due
after more than one year
Borrowings                                (69)        (1,351)              (99)
Provision for liabilities and          (2,200)              -           (2,200)
                                        19,655          6,014            18,965

Shareholders' funds (including
non-equity interests)
Ordinary shares                          2,674          1,595             2,674
Convertible preference shares              500            500               500
Share premium account                   17,349          4,098            17,349
Other reserves                             204            204               204
Profit and loss account                (1,072)          (383)           (1,762)

                                        19,655          6,014            18,965


                                        Half year  Half year    15 months to 31
                                               to         to      December 2000
                                          30 June   26 March          (audited)
                                             2001       2000
                                       (unaudited) (unaudited)
                                             £000       £000               £000

Net cash inflow/(outflow) from              3,477    (1,269)              (594)
operating activities

Returns on investments and servicing
of finance
Interest paid                               (194)      (136)              (418)
Interest element of finance lease            (13)       (17)               (87)
                                            (207)      (153)              (505)

Taxation                                    (114)          -                 43

Capital expenditure and financial
Payments to acquire tangible and            (388)      (100)              (578)
intangible fixed assets
Receipts from disposal of tangible             10          7                467
fixed assets
Proceeds from redemption of shares in           -          -                 50
unquoted company
                                            (378)       (93)               (61)
Acquisitions and Disposals
Purchase of subsidiary undertaking              -          -           (14,282)
Cash balances of business acquired              -          -            (1,590)
Additional consideration on                     -          -                (8)
acquisitions made in prior year
                                                -          -           (15,880)
Net cash inflow/(outflow) before            2,778    (1,515)           (16,997)

Ordinary shares issued                          -          -             14,970
Expenses incurred in issue of ordinary          -          -              (640)
Loans repaid                                (400)       (52)            (1,798)
Capital element of finance lease and         (41)      (130)              (297)
hire purchase payments
                                            (441)      (182)             12,235
Increase/(decrease) in cash in the          2,337    (1,697)            (4,762)





                                      Half year  Half year      15 months to 31
                                             to         to        December 2000
                                        30 June   26 March            (audited)
                                           2001       2000
                                     (unaudited) (unaudited)
                                           £000       £000                 £000
Operating Activities

Operating profit                            889        282                1,514
Amortisation                                352         90                  576
Depreciation                                572        241                1,186
Profit on disposal of tangible fixed          -          -                  (4)
Increase in stocks                        (600)      (537)              (1,954)
Decrease/(increase) in debtors            3,718      1,675              (4,584)
(Decrease)/increase in creditors        (1,454)    (3,020)                2,672
Net cash inflow/(outflow) from            3,477    (1,269)                (594)
operating activities

                                                 £000        £000        £000
Increase/(decrease) in cash for the             2,337     (1,697)     (4,762)
Net cash flow from changes in debt                441         182       2,095
Loans and finance leases obligations                -           -       (361)
acquired with purchase of business
Movement in net debt in the period              2,778     (1,515)     (3,028)

Net debt at beginning of period               (5,110)     (2,082)     (2,082)
Net debt at end of period                     (2,332)     (3,597)     (5,110)

                                      At 31 December 2000  Cash      At 30 June
                                                (audited)  flow            2001
                                                     £000  £000            £000
Cash at bank and in hand                              603 (386)             217
Overdrafts                                        (4,969) 2,723         (2,246)
                                                  (4,366) 2,337         (2,029)

Debt due within one year                            (400)   400               -
Finance leases and hire                             (344)    41           (303)
purchase agreements
                                                    (744)   441           (303)
                                                  (5,110) 2,778         (2,332)


                                   Half year to    Half year to    15 months to
                                        30 June        26 March     31 December
                                           2001            2000            2000
                                    (unaudited)     (unaudited)       (audited)
                                           £000            £000            £000

Profit/(loss) for the financial             690             138         (3,031)
New ordinary shares issued                    -               -          14,440
including premium
Movement in ordinary shares to be             -               -           (110)
Goodwill previously written off to
- in respect of company to be sold            -               -           1,790
Net increase in shareholders'               690             138          13,089
Opening shareholders' funds              18,965           5,876           5,876
Closing shareholders' funds              19,655           6,014          18,965
Analysed:                          ---------------------------------------------
Equity                                   17,655           4,014          16,965
Non-equity                                2,000           2,000           2,000
                                         19,655           6,014          18,965


1. The figures for the half year ended 30 June 2001 are prepared on the basis
of the accounting policies set out in the Group's financial statements for the
period ended 31 December 2000 and are unaudited. The results for the fifteen
months ended 31 December 2000, which are abridged from the full Group accounts
for that period and on which the auditors gave an unqualified report, have
been delivered to the Registrar of Companies.

2. Taxation is calculated by applying the Directors' best estimate of the
annual tax rate to the result for the period. No interim dividend has been

3. The calculation of earnings per share is based on the weighted average
number of shares in issue during the period as follows:

                                        Undiluted                 Fully diluted
June 2001                              53,486,080                    55,768,570
December 2000                          45,326,056                    47,608,846
March 2000                             31,824,324                    35,509,253

The fully diluted shares comprise the weighted average number of shares in
issue adjusted to take account of future issues of ordinary shares in respect
of the convertible preference shares and options under the Company's share 
option schemes.

Earnings upon which the calculations are based and the reconciliation of
undiluted EPS is as follows:

                                June 2001       March 2000       December 2000
                            Profits   EPS    Profits   EPS    Profits      EPS
                               £000     p       £000     p       £000        p
Headline basis                1,014   1.9        202   0.6      1,673      3.7
Effect of:

- exceptional items               -     -          -     -    (4,195)    (9.3)
- disposal of                     -     -          -     -          4        -
tangible fixed assets
- goodwill                    (324) (0.6)       (64) (0.2)      (513)    (1.1)
FRS3 basis                      690   1.3        138   0.4    (3,031)    (6.7)

   4. Copies of this interim report are being sent to shareholders and are
  available from the Company's registered office: Enterprise House, Chamber
                                Court, Castle
      Street, Worcester WR1 3AD and website: