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Booker Group PLC (BOK)

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Tuesday 30 October, 2007

Booker Group PLC

Interim Results

Booker Group PLC
30 October 2007


                                Booker Group plc

          Interim results of Booker Group plc ended 14 September 2007


This announcement contains the interim results of Booker Group plc ('Booker')
for the 24 weeks ended 14 September 2007. The results include 12 weeks trading
of Blueheath Holdings plc ('Blueheath') which was acquired via a reverse
takeover on 4 June 2007.

Financial Highlights

            • Total sales £1.5 billion, +2.5% (including 12 weeks of Blueheath)

            • Like-for-like sales*:-

                 - non-tobacco +3.5% (vs -3.0% last year)

                 - tobacco -3.9% (vs -1.8% last year)
               
                 - total +0.4% (vs -2.5% last year)

            • Operating profit up to £24.7m from £19.6m (+26.0%)

            • Profit before tax of £21.2m versus £15.5m last year (+36.8%)

            • Net debt reduced to £46.9m from £69.6m last year



Operating Highlights

            • The integration with Blueheath is on track

            • Conversion of a further 12 branches into 'Extra' format (which
              have broader range and better service) taking the total number of 
              'Extra' branches to 20

            • Continuing to drive sales through 'choice up, prices down and
              better service'

            • Launched improved booker.co.uk website; excellent customer response



Outlook

Group turnover in the first period of the second half is ahead of the same
period last year. Inventory levels and costs are in line with plan. Overall,
Booker Group plc continues to trade in line with management expectations.

Commenting on the results, Charles Wilson, Chief Executive of Booker, said,

'In the past six months the weather has been unfavourable and smoking has been
banned in public places. Despite these challenges Booker Group plc is continuing
to make good progress and the integration with Blueheath is on track.'


* Like-for-like sales includes Booker 'Extra' converted branches but excludes
Blueheath turnover


For further information contact:

Tulchan Communications (PR Adviser to Booker Group plc)
020 7353 4200
Susanna Voyle
Celia Gordon Shute

Investec Bank UK (Nominated Adviser to Booker Group plc)
020 7597 5970
Keith Anderson


A conference call for analysts will be held at 08.30am on Tuesday 30th October
2007. For dial-in details please call Tulchan Communications on 0207 353 4200.









Chairman's Statement

I'm delighted to report on a good performance for the half year to 14th
September 2007.

Sales for the 24 week period were £1.5 billion, (£1.4 billion 2006), an increase
of 2.5%. Half year profits were £21.2 million (£15.5 million 2006), up 37%. Net
debt reduced by 33% to £46.9 million (£69.6 million 2006).

Booker is continuing to 'drive' sales by offering 'choice up, prices down and
better service'. Despite the challenges of unfavourable weather and the smoking
ban, our like-for-like non-tobacco sales showed an increase of 3.5%. The drive
into the catering market is working with sales to caterers having increased by
3.2%. Sales to retailers declined by 0.8% due primarily to the smoking ban.
Premier, our retail symbol group continued to grow and now has 2,085 outlets.
During the period we launched 'Euroshopper' a range of 31 lines which offer
outstanding value and sales are now running at an average of approximately £250k
per week. Our prices overall have remained competitive and stock availability
has been good.

Significant progress has been made in reducing net debt to £46.9 million at the
end of the period compared to £69.6 million at the same time last year. This has
been achieved through a combination of strong operating cashflow and the
efficient management of working capital. Although no interim dividend is
proposed, the Board will consider declaring a full year dividend once the
outcome for the year is known.

The plans to 'broaden' the business are going well. We converted a further 12
branches to the 'Extra' format during the period. We now have 20 'Extras' which
offer a broader range and better environment for customers. The sales of the
converted branches recorded a sales uplift on the prior year of 3.9%, compared
to a company like-for-like increase of +0.4%. We expect to achieve payback on
the conversion costs in less than a year.

We launched the improved booker.co.uk website in July to take account of
increasing customer demand for this sales channel. Internet sales in the half
were £33.9m, up over 100% versus last year.

The integration with Blueheath is on track. The cash and cost benefits are being
delivered in line with plan and we have taken steps to facilitate the future
expansion of the delivered wholesale business.

Booker's strategy to drive and broaden its business is working and in a
challenging environment we continue to make good progress.

Outlook

Group turnover in the first period of the second half is ahead of the same
period last year. Inventory levels and costs are in line with plan. Overall,
Booker Group plc continues to trade in line with management expectations.

Richard Rose

Chairman


Any forward looking statements made throughout this document represent
management's best judgement as to what may occur in the future. However, the
group's actual results for the current and future fiscal periods and corporate
developments will depend on a number of economic, competitive and other factors,
some of which will be outside the control of the group. Such factors could cause
the group's actual results for future periods to differ materially from those
expressed in any forward looking statements made in this document.



Consolidated Income Statement

For the 24 weeks ended 14 September 2007

                                 24 weeks ended    24 weeks ended 52 weeks ended
                         Note 14 September 2007 15 September 2006  30 March 2007
                                             £m                £m             £m

Revenue                                 1,465.4           1,430.3        3,009.8
Cost of sales                         (1,420.4)         (1,393.7)      (2,926.5)
                                     ----------        ----------     ----------
Gross profit                               45.0              36.6           83.3

Administrative expenses
- normal                                 (20.3)            (16.2)         (46.0)
- exceptional items       2                   -             (0.8)          (1.8)
                                      ---------         ---------      ---------
Total administrative                     (20.3)            (17.0)         (47.8)
expenses
                                      ---------         ---------      ---------

Operating profit                           24.7              19.6           35.5

Finance income            3                 3.4               4.9           10.7
Finance expenses          3               (6.9)             (9.0)         (17.9)
                                     ----------        ----------     ----------
Net financing costs                       (3.5)             (4.1)          (7.2)

Profit before tax                          21.2              15.5           28.3

Income tax                4               (3.9)             (4.1)         (15.8)
                                     ----------        ----------     ----------
Profit for the period
attributable to equity
holders of the parent                      17.3              11.4           12.5
                                         ======            ======         ======

Basic earnings per share  5               1.21p             0.85p          0.93p
(Pence)
                                         ======            ======         ======
Diluted earnings per      5               1.20p             0.85p          0.93p
share (Pence)
                                         ======            ======         ======




Consolidated Statement of Recognised Income and Expense

For the 24 weeks ended 14 September 2007

                                 24 weeks ended    24 weeks ended 52 weeks ended
                              14 September 2007 15 September 2006  30 March 2007
                                             £m                £m             £m

Actuarial gain/(loss) on                   32.0             (5.2)           31.4
defined benefit plans
(March 2007: the actuarial
gain is shown net of £12.1m
of payments to deferred
members)

Tax recognised on income and
expenses recognised directly
in equity                                 (9.6)               1.6         (13.0)
                                     ----------        ----------     ----------
Net income/(expenses)                      22.4             (3.6)           18.4
recognised directly in
equity

Profit for the period                      17.3              11.4           12.5
                                     ----------        ----------     ----------
Total recognised income and
expense for the period
attributable to equity                     39.7               7.8           30.9
holders of the parent
                                         ======            ======         ======



Consolidated Balance Sheet

As at 14 September 2007

                       Note  14 September 2007  15 September 2006  30 March 2007
                                            £m                 £m             £m
ASSETS
Non-current assets
Property, plant and                       60.2               68.7           65.1
equipment
Intangible assets       6                423.2              410.1          410.1
Retirement benefit      7                  7.1                  -              -
assets
Deferred tax asset      7                    -               28.1           10.8
                                    ----------         ----------     ----------
                                         490.5              506.9          486.0
Current assets
Inventories                              181.2              169.4          176.2
Trade and other                           62.4               60.5           55.0
receivables
Cash and cash           9                 41.1               17.5           29.9
equivalents
Other financial assets                     0.6                  -            0.7
                                    ----------         ----------     ----------
                                         285.3              247.4          261.8
                                    ----------         ----------     ----------
Total assets                             775.8              754.3          747.8
                                    ----------         ----------     ----------
LIABILITIES
Current liabilities
Bank overdraft          9                    -                  -         (18.9)
Other interest bearing  9                (0.6)              (1.1)          (0.6)
loans and borrowings
Trade and other                        (357.0)            (340.0)        (338.9)
payables
Income tax liabilities                  (11.3)              (2.4)         (11.3)
                                    ----------         ----------     ----------
                                       (368.9)            (343.5)        (369.7)
Non-current
liabilities
Other interest bearing  9               (87.4)             (86.0)         (86.9)
loans and borrowings
Other payables                          (17.8)             (19.5)         (18.4)
Retirement benefit      7                    -             (80.8)         (27.3)
liabilities
Provisions                              (42.1)             (43.0)         (42.4)
Other financial                              -              (1.5)              -
liabilities
Deferred tax liability  7                (2.7)                  -              -
                                    ----------         ----------     ----------
                                       (150.0)            (230.8)        (175.0)
                                    ----------         ----------     ----------
Total liabilities                      (518.9)            (574.3)        (544.7)
                                    ----------         ----------     ----------

Net assets                               256.9              180.0          203.1
                                        ======             ======         ======
EQUITY
Capital and reserves
attributable to equity
holders
Share capital           8                 14.9              275.9          275.9
Share premium account   8                 30.8               16.7           16.7
Merger reserve          8                261.0                  -              -
Retained earnings       8               (49.8)            (112.6)         (89.5)
                                    ----------         ----------     ----------
Total equity                             256.9              180.0          203.1
attributable to equity
holders
                                        ======             ======         ======





Consolidated Cash Flow Statement

For the 24 weeks ended 14 September 2007

                                 24 weeks ended    24 weeks ended 52 weeks ended
                              14 September 2007 15 September 2006  30 March 2007
                                             £m                £m             £m
Cash flows from operating
activities
Profit for the period                      17.3              11.4           12.5
Depreciation                                7.7               8.1           17.4
Finance income                            (3.4)             (4.9)         (10.7)
Finance expenses                            6.9               9.0           17.9
Income tax expense                          3.9               4.1           15.8
Increase in inventories                   (0.5)             (1.3)          (8.1)
Decrease in debtors                         7.4               2.5            8.0
Increase in creditors                      11.0              42.0           25.1
Cash outflow relating to                  (1.4)             (1.7)          (3.5)
provisions
Movement in pension liability                 -             (6.2)          (8.3)
                                     ----------        ----------     ----------
Net cash flow from operating               48.9              63.0           66.1
activities
Net interest paid                         (5.5)             (3.9)          (7.5)
Income tax paid                               -                 -          (0.1)
                                     ----------        ----------     ----------
Cash generated from operating              43.4              59.1           58.5
activities
                                     ----------        ----------     ----------
Cash flows from investing
activities
Acquisition of property,                  (2.0)             (1.1)          (6.0)
plant and equipment
Acquisition of subsidiary,               (11.0)                 -              -
net of cash acquired
                                     ----------        ----------     ----------
Net cash outflow from                    (13.0)             (1.1)          (6.0)
investing activities
                                     ----------        ----------     ----------
Cash flows from financing
activities
Payment of finance lease                      -                 -          (0.4)
liabilities
Repayment of borrowings                   (0.3)            (72.9)         (73.5)
                                     ----------        ----------     ----------
Net cash outflow from                     (0.3)            (72.9)         (73.9)
financing activities
                                     ----------        ----------     ----------

Net increase/(decrease) in                 30.1            (14.9)         (21.4)
cash and cash equivalents

Cash and cash equivalents at               11.0              32.4           32.4
the start of the period
                                     ----------        ----------     ----------
Cash and cash equivalents at               41.1              17.5           11.0
the end of the period
                                         ======            ======         ======

Cash and cash equivalents
consist of:
Cash and cash equivalents                  41.1              17.5           29.9
Bank overdrafts                               -                 -         (18.9)
                                     ----------        ----------     ----------
                                           41.1              17.5           11.0
                                         ======            ======         ======



Notes to the interim financial statements

1. Basis of preparation

   The consolidated interim financial statements of the Group for the 24 weeks
   ended 14 September 2007 comprise the company and its subsidiaries (together
   referred to as the 'Group').

   On 4 June 2007 the Company, then named Blueheath Holdings plc, became the
   legal parent company of Giant Topco Limited (parent company of Booker
   Limited) in a share-for-share transaction. Due to the relative values of the
   companies, the former Giant Topco Limited shareholders became the majority
   shareholders with 90.36% of the enlarged share capital. Following the
   transaction the Company's continuing operations and executive management were
   predominantly those of Giant Topco Limited. Accordingly, the substance of the
   combination was that Giant Topco Limited acquired Blueheath Holdings plc in a
   reverse acquisition. As part of the business combination Blueheath Holdings
   plc changed its name to Booker Group plc and changed its accounting reference
   date to March.

   The Companies Act 1985 and IFRS3 would normally require the Company's
   consolidated accounts to follow the legal form of the business combination.
   In that case, the pre-acquisition results would be those of Blueheath
   Holdings plc and its subsidiary undertakings, which would exclude Giant Topco
   Limited. The results of Giant Topco Limited would then be included in the
   Group from 4 June 2007. However, this would portray the combination as an
   acquisition of Giant Topco Limited by Blueheath Holdings plc and would, in
   the opinion of the Directors, fail to give a true and fair view of the
   substance of the business combination. Accordingly, the Directors have
   adopted reverse acquisition accounting as the basis of consolidation which is
   also endorsed under IFRS3 'Business Combinations'.

   As a consequence of applying reverse acquisition accounting, the results of
   the Group at 14 September 2007 comprise the results of Giant Topco Limited
   for the 24 weeks ended 14 September 2007 and those of Blueheath Holdings plc
   from 4 June 2007. The comparative figures for the Group are those of Giant
   Topco Limited for the 24 weeks ended 15 September 2006 and for the 52 weeks
   to 30 March 2007.

   The AIM Rules require that the next annual consolidated accounts of the Group
   for the period ending 28 March 2008 be prepared in accordance with
   International Financial Reporting Standards ('IFRS') as adopted by the
   European Union ('adopted IFRSs').

   The comparative figures for the period ended 30 March 2007 are not the
   statutory accounts for that financial year. Those accounts, which were
   prepared under UK Generally Accepted Accounting practice ('UK GAAP'), have
   been reported on by the auditors and delivered to the Registrar of Companies.
   The report of the auditors was unqualified and did not contain statements
   under section 237(2) or (3) of the Companies Act 1985.

   This interim financial information has been prepared on the basis of the
   recognition and measurement requirements of adopted IFRSs as at 14 September
   2007 that are effective (or available for early adoption) at 28 March 2008,
   the Group's first annual reporting date at which it is required to use
   adopted IFRSs. Based on these adopted IFRSs, the directors have applied the
   accounting policies, as set out in the Group's IFRS restatement report, which
   they expect to apply when the first annual IFRS financial statements are
   prepared for the period ending 28 March 2008.

   However, the adopted IFRSs that will be effective (or available for early
   adoption) in the annual financial statements for the period ending 28 March
   2008 are still subject to change and to additional interpretations and
   therefore cannot be determined with certainty. Accordingly, the accounting
   policies for that annual period will be determined finally only when the
   annual financial statements are prepared for the period ending 28 March 2008.

   The accounting policies have been applied consistently for all periods
   throughout the Group for the purpose of these consolidated interim financial
   statements.



2. Exceptional items

                                24 weeks ended     24 weeks ended 52 weeks ended
                             14 September 2007  15 September 2006  30 March 2007
                                            £m                 £m             £m

Business restructuring                       -              (0.8)          (0.6)
costs
Professional fees in                         -                  -          (1.2)
respect of pensions
                                    ----------         ----------     ----------
                                             -              (0.8)          (1.8)
                                        ======             ======         ======



Business restructuring costs relate to redundancy costs.

During the prior year the Group undertook two exercises with the objective of
reducing the risk in relation to it's defined benefit pension scheme, and
incurred £1.2m of professional fees as a consequence.

Notes to the interim financial statements (continued)



3. Net financing costs


                                           24 weeks ended     24 weeks ended 52 weeks ended
                                        14 September 2007  15 September 2006  30 March 2007
                                                       £m                 £m             £m
Finance income
Expected return on pension scheme                    17.3               20.2           40.2
assets
Interest on pension liabilities                    (14.9)             (17.4)         (34.7)
                                               ----------         ----------     ----------
Net credit on pension                                 2.4                2.8            5.5

Interest receivable and similar income                1.0                0.7            1.6
Net gain on remeasurement of interest
rate swap to fair value
                                                        -                1.4            3.6
                                               ----------         ----------     ----------
                                                      3.4                4.9           10.7
Finance expenses
Interest on bank loans and overdrafts               (4.9)              (6.7)         (12.6)
Other interest payable                                  -              (0.1)          (0.4)
Unwinding of discount on provisions                 (1.1)              (1.3)          (2.6)
Amortisation of financing costs                     (0.8)              (0.9)          (2.3)
Net loss on remeasurement of interest
rate swap to fair value
                                                    (0.1)                  -              -
                                               ----------         ----------     ----------
                                                    (6.9)              (9.0)         (17.9)
                                               ----------         ----------     ----------
                                                    (3.5)              (4.1)          (7.2)
                                                   ======             ======         ======



4. Income tax

   Income tax on the profit before taxation for the 24 weeks ended 14 September
   2007 is based on an effective rate of 18.4%, which has been calculated by
   reference to the projected charge for the full year.



5. Earnings per share

                     24 weeks ended 14 September 2007                         24 weeks ended 15 September 2006
                          Weighted average shares                                  Weighted average shares

                                                           Earnings                                        Earnings     
              Earnings                                    per share    Earnings                           per share
                    £m                 Number m               Pence          £m                 Number m      Pence

Basic             17.3                  1,432.8                1.21        11.4                  1,343.8       0.85
earnings
Share                -                      3.6              (0.01)           -                        -          -
options
            ----------               ----------          ----------  ----------               ----------  ----------
Diluted           17.3                  1,436.4                1.20        11.4                  1,343.8       0.85
earnings
                ======                   ======              ======      ======                   ======      ======


                                      52 weeks ended 30 March 2007
                                          Weighted average shares

                                                              Earnings per share
                           Earnings
                                 £m                 Number m               Pence

Basic earnings                 12.5                  1,344.3                0.93
Share options                     -                        -                   -
                         ----------               ----------          ----------
Basic and diluted              12.5                  1,344.3                0.93
earnings
                             ======                   ======              ======



 The weighted average number of shares assumes that the 1,344,910,958 ordinary
 shares issued in relation to the acquisition of Giant Topco Limited on 4 June
 2007 by Booker Group plc (formerly Blueheath Holdings plc) existed on this
 date. As detailed in the basis of preparation note, this transaction has been
 accounted for as a reverse acquisition. To enable a meaningful comparison, the
 shares issued on 4 June 2007, adjusted in proportion to any shares issued by
 Giant Topco Limited prior to this date, have been assumed to be in existence
 for calculating the weighted average number of shares. Booker Group plc shares
 and share options have been included since 4 June 2007.



Notes to the interim financial statements (continued)

6.  Acquisition of subsidiary

                                                   Acquiree's    Fair value        Accounting          Acquisition 
                                                  book values   adjustments            policy              amounts
                                                           £m           £m                 £m                   £m

Investments                                                 -          1.9                  -                  1.9
Property, plant and equipment                             0.8            -                  -                  0.8
Stocks                                                    4.5            -                  -                  4.5
Trade and other receivables                              15.8        (0.5)              (0.6)                 14.7
Interest-bearing loans and borrowings                   (4.4)            -                  -                (4.4)
Trade and other payables                                (7.9)        (1.9)              (0.2)               (10.0)
                                                   ----------   ----------         ----------           ----------
Net identifiable assets and                               8.8        (0.5)              (0.8)                  7.5
liabilities
                                                       ======       ======             ======

Fair value of consideration paid,
including transaction and adviser
costs of £6.6m                                                                                                20.6
                                                                                                        ----------
Goodwill on acquisition                                                                                       13.1
                                                                                                            ======
Intangible assets - Goodwill
At start of period                                                                                           410.1
Addition                                                                                                      13.1
                                                                                                        ----------
At end of period                                                                                             423.2
                                                                                                            ======



7. Retirement benefit assets/(liabilities)


                             14 September 2007  15 September 2006  30 March 2007
                                            £m                 £m             £m

   Total market value of                 554.0              617.4          619.8
   assets
   Present value of scheme             (546.9)            (698.2)        (647.1)
   liabilities
                                    ----------         ----------     ----------
   Surplus/(deficit) in the                7.1             (80.8)         (27.3)
   scheme
   Related deferred tax                  (2.7)               28.1           10.8
   (liability)/asset
                                    ----------         ----------     ----------
   Net pension asset/                      4.4             (52.7)         (16.5)
   (liability)
                                        ======             ======         ======



8. Share capital and reserves


                                         Share Premium  Merger Reserve  Retained earnings
                          Share Capital                                                         Total
                                     £m             £m              £m                 £m          £m

At start of period                275.9           16.7               -             (89.5)       203.1
Reverse acquisition             (261.0)           14.1           261.0                  -        14.1
capital adjustment
Total recognised income               -              -               -               39.7        39.7
and expense
                             ----------     ----------      ----------         ----------  ----------
At end of period                   14.9           30.8           261.0             (49.8)       256.9
                                 ======         ======          ======             ======      ======



9. Net debt
                                  14 September 2007  15 September 2006  30 March 2007
                                                 £m                 £m             £m

Cash and cash equivalents                      41.1               17.5           29.9
Bank overdraft                                    -                  -         (18.9)
Short term interest bearing                   (0.6)              (1.1)          (0.6)
loans and borrowings
Long term interest bearing loans             (87.4)             (86.0)         (86.9)
and borrowings
                                         ----------         ----------     ----------
                                             (46.9)             (69.6)         (76.5)
                                             ======             ======         ======



Independent Review Report to Booker Group plc

Introduction

We have been engaged by the company to review the condensed set of financial
statements in the half-yearly report for the 24 weeks ended 14 September 2007
which comprises the Consolidated Income Statement, the Consolidated Statement of
Recognised Income and Expense, the Consolidated Balance Sheet, the Consolidated
Cash Flow Statement and the related explanatory notes. We have read the other
information contained in the half-yearly report and considered whether it
contains any apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.

This report is made solely to the company in accordance with the terms of our
engagement. 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 half-yearly report is the responsibility of, and has been approved by, the
directors. The directors are responsible for preparing the half-yearly report in
accordance with the AIM Rules.

As disclosed in note 1, the next annual financial statements of the group will
be prepared in accordance with IFRSs as adopted by the EU.

The accounting policies that have been adopted in preparing the condensed set of
financial statements are consistent with those that the directors currently
intend to use in the next annual financial statements. There is, however, a
possibility that the directors may determine that some changes to these policies
are necessary when preparing the full annual financial statements for the first
time in accordance with IFRSs as adopted by the EU.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed
set of financial statements in the half-yearly report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410 Review of Interim Financial Information
Performed by the Independent Auditor of the Entity issued by the Auditing
Practices Board for use in the UK. A review of interim financial information
consists of making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance with
International Standards on Auditing (UK and Ireland) and consequently does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express an
audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe
that the condensed set of financial statements in the half-yearly report for the
24 weeks ended 14 September 2007 is not prepared, in all material respects, in
accordance with the recognition and measurement requirements of IFRSs as adopted
by the EU and the AIM Rules.



KPMG Audit Plc

Chartered Accountants

Manchester

Date:





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