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Whitehead Mann PLC (WHT)

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Tuesday 13 June, 2000

Whitehead Mann PLC

Merger/Acqn/Finals - Pt.2

Whitehead Mann Group PLC
13 June 2000


                                    PART II

                       FOR THE YEAR ENDED 31 MARCH 2000


A year of transformation

Whitehead Mann has made a significant advance in the year ended 31 March 2000.
Demand  for  our  core business has continued to build, our  position  in  the
boardrooms of major clients has flourished, the development of our consultancy
product,  Management  Asset  Valuation,  has  developed  extensively  and  the
appointment  of  the  new Chief Executive and his team has  been  swiftly  and
smoothly managed.  All this has combined to make this a year of transformation
for  the  Group.  And, since the end of the reporting year, negotiations  have
been progressing successfully for the two mergers in the UK and the US.

The  Group recorded an 8 per cent. increase in turnover to £27.7 million.  The
second half of the year was particularly strong, with underlying growth of  15
per  cent.   Profit before tax and exceptional property costs rose by  19  per
cent. to £5.0 million.

The  board is recommending a final dividend of 6.1p, making a total  of  10.5p
for the year, an increase of 17 per cent.  The final dividend will be paid  on
30 August 2000 to shareholders on the register on 28 July 2000.


Whitehead  Mann's  flagship Board Practice, led by  Anna  Mann,  continues  to
expand and there have been a number of notable, high profile, appointments  to
the  boards  of well-known companies.  An increasing proportion of  the  Board
Practice business is international, and this is likely to be enlarged  by  the
Group's merger strategy.

The  growth  in  executive  search assignments  in  the  past  year  has  been
impressive, and the value of this sector of the business has doubled over  the
past three years.

The  selection  business  is  moving forward and is  being  augmented  by  the
establishment of a new e-recruiting approach.


The Group's consultancy product, Management Asset Valuation ('MAV'), continues
to be a success.  A major project started in the second half of the year which
involved  consultancy  activities  across  four  continents.   Currently   the
consulting  team  is  carrying out assignments for  five  major  clients,  all
involved with mergers.


The proposed merger with GKR will reinforce our position in key market sectors
in the UK, and will provide a strong base for our international expansion.  We
will have the resources to invest in people and technology in both the UK  and
international markets.


We intend to establish an office in each of the five core markets: the UK, the
US,  France, Germany and South East Asia.  Two major steps have been taken  to
implement  this  strategy during the year.  An office has been established  in
Paris and our team in New York has been strengthened.

The  proposed addition of GKR's US partner, Pendleton James Associates,  Inc.,
will  significantly  enhance  our presence in the  world's  largest  executive
search market.


Gerard  Clery-Melin, who joined us as Managing Director International in  June
1999,  became  Chief  Executive  in  January  2000.   He  brings  with  him  a
distinguished record in the search and selection business and will  be  taking
the  lead in the development of the Group's international strategy and in this
role  will  be  supported by Clive Mann.  Clive Mann, who as  Chief  Executive
before  Gerard,  steered the Group into its status as a  public  company,  has
become Deputy Chairman.

Matt  Brassington, formerly Group Financial Controller, was appointed  Finance
Director in January 2000.

When the merger with GKR is completed, three of their directors will join  our
board: Philip Marsden, currently a Managing Partner of GKR, will become Deputy
Chief  Executive  and Henry King and Dame Stella Rimington  will  become  Non-
Executive Directors of the Group.

Whitehead Mann's continued success would not be possible without the  loyalty,
enthusiasm,  and drive of our staff.  The strength of the brand  reflects  the
quality  of  both the professional team and support staff.  I  would  like  to
thank them for their hard work and valuable contribution to the business.

It  is  my intention to step down as Chairman during the coming year. In  more
than  fifteen years as Chairman, I have seen Whitehead Mann grow from a  small
private  entity into a listed public company which is now on the threshold  of
significant  international expansion.  I have the utmost confidence  that  the
Group has the resources and people to match the worldwide opportunities ahead.


The  past year has seen the transition of Whitehead Mann from a major national
firm  to  a  nascent  international enterprise.   Change  has  always  been  a
condition of life in the search market, and more so than ever at present.  The
opportunities  for  growth and consolidation have been opening  up  for  those
international players with the ability and quality to keep up with  the  pace.
We intend to be one of them.

The  current  year  begins with trading strong.  Our  businesses  continue  to
perform well, with turnover well ahead of the same period last year.



Today's business world is changing rapidly and there is an increasing need for
human ingenuity, skills and talent.  Whitehead Mann provides services to  meet
this  need.  It has been one of the UK's leading senior executive search firms
for  many years and seeks to add value to a client's business by assisting  in
the recruitment, evaluation and retention of key executives.


Up  to three years ago the world market was dominated by five large integrated
firms  and three networks of independent local firms.  Whitehead Mann was  one
of  the  largest  members  of the Amrop network.  We resigned  from  Amrop  in
September 1999 in order to pursue our own international strategy.


During  the  past  two  years, the search market has  undergone  a  period  of
consolidation.   Two  of  the largest five integrated firms  were  floated  as
public  companies in the US and have become increasingly acquisitive.   A  new
major  firm has been built up through the consolidation and acquisition  of  a
number  of  smaller firms.  All three of these firms appear to be focusing  on
size.   Two  of  the three networks have declined significantly,  with  member
firms   in  many  countries  having  been  acquired  by  these  three   global

The  other  integrated international firms are more focused  on  senior  level
executive  search  and  remain Whitehead Mann's main  rivals  in  the  UK  and
European markets.

Whitehead  Mann  intends to become one of the top four value-added  integrated
search firms by pursuing a focused international strategy.


Because  of the increasing competition and resources behind the larger  global
players  both  Whitehead  Mann  and GKR might have  been  vulnerable  if  they
remained independent.  As a combined force we will significantly increase  our
presence  in  the UK market and have the resources to provide  and  sustain  a
strong competitive advantage.

Following completion of the GKR acquisition, the enlarged group will adopt the
trading name Whitehead Mann GKR.


Our expertise lies in our ability both to attract senior executives and advise
our  clients on the nature and implications of the impact of effective  people
on corporate performance, not just in the UK, but internationally.


Our business has been reorganised into a number of business units each focused
on a specific market sector.  Currently these are:

-   board practice;
-   global banking;
-   consumer financial services and asset management;
-   brands and leisure;
-   retail and media;
-   technology;
-   business services;
-   industry; and
-   pharmaceutical and healthcare.

The  business units will be the driving force behind the Group's international
expansion.   Each  will  be  fully integrated with partners,  consultants  and
research support in London, New York, Paris and, at a later stage, Germany and
the Far East.


The  Whitehead Mann Board Practice acts for a wide variety of companies  as  a
key  adviser on board issues.  This includes board structure, composition  and
remuneration, as well as the appointment of chairmen, chief executives,  chief
financial officers and independent directors.

The  Board  Practice offers a unique blend of boardroom experience,  knowledge
and  skill.  The credibility of our partnership with each client derives  from
our recognition of the need for integrity, discretion and confidentiality.


We  focus  on  the  development of long term partnerships  with  core  clients
supported by business unit teams.  The search practice has a strong and stable
team of professional consultants supported by an established research base.

Executive search continues to be our core business.  The volume and  value  of
new  search  assignments, excluding the Board Practice, has more than  doubled
over the past three years.

During  the  last  year,  the average salary across  all  search  assignments,
excluding those for non-executive directors, exceeded £140,000.


Whitehead  Mann  operates at the top of the traditional  advertised  selection
market.   Demand  has  been  subdued for the  past  eighteen  months,  and  we
transferred  our resources to search and consulting.  However, the  volume  of
new  selection business has now started to improve and our business units  are
selectively targeting expansion in this sector.

A  significant development during the past year has been the development of e-
recruiting.  Replies to advertisements are now principally accepted through e-
mail,  and  all  advertisements  are listed  on  the  Whitehead  Mann  website

The  traditional advertised selection market is changing with the  development
of internet techniques.  This will enable us to offer a faster service for our
clients as well as improving our internal efficiency.


The  past two years have seen strong growth for consulting services since  the
introduction of Management Asset Valuation ('MAV').  Consulting is now a major
revenue  stream  for  the  Group  and a dedicated  consulting  team  has  been
established and is being expanded.

MAV  benchmarks  management  against competition  and  the  market  using  the
assessment   skills  of  our  experienced  search  professionals   allied   to
psychometric tests.  The integration of the consulting and search teams  is  a
prerequisite for the long term growth of this business.

The  board  believes that there are significant long term growth opportunities
for  consulting services, particularly through its expansion into  Europe  and
the  US.  The Group will continue to build up its consulting team to match the
needs of future demand.

As  well  as  MAV,  additional products are being evaluated and  developed  to
broaden the scope of our services.  These will be introduced over the next few


During  the  year ended 31 March 2000 Whitehead Mann established a specialised
unit  focused  on  e-business.  This requires a different  method  of  working
including  faster  execution  time,  virtual  teams  able  to  operate  across
different  disciplines  and  a more flexible fee structure,  including  equity
participation, to match the needs of start up operations.

This  is  a  rapidly  growing market and Whitehead Mann intends  to  establish
itself in a leading position.  Candidates for e-business clients are attracted
from all sectors and functions.

International expansion

Our  international strategy is to focus on five core markets: the UK; the  US;
France;  Germany;  and South East Asia.  The first steps have  been  taken  to
establish our presence in France and the US.

This  expansion  is being led by international business units  centred  around
industry   sectors  with  an  initial  focus  on  board,  financial  services,
technology and consulting.


Whitehead Mann has opened an office in Paris under the leadership of a partner
seconded  from  the  UK.  Additional teams of partners  and  consultants  have
already  been  attracted to the new operation and the  Paris  office  will  be
expanded further in the current financial year.

Our  objective is to grow to be one of the top five search businesses  in  the
French  market  within three years.  The Paris platform  will  be  a  hub  for
development for search businesses throughout other areas of Europe.

The flagships of the French business are intended to be the Board Practice and
a  MAV  capability,  positioning Whitehead Mann to  provide  services  at  the
highest level to French clients.


Our  initial  presence in the US has been strengthened  and  now  totals  five
members of our UK team on secondment.  Local support staff are actively  being
recruited.   This initial presence will form the base for expansion  into  the
world's largest executive search market.

The  proposed  addition of Pendleton James Associates, Inc. will significantly
enhance  our  US  presence.  It is our intention to establish ourselves  as  a
serious player in the highly competitive US market within the next few  years.
Our  intention  is  to focus on senior level searches and  on  forming  strong
relationships with a selected number of major clients.


GKR  was founded in 1970 as Goddard Kay Rogers.  It is one of the UK's leading
senior executive search and selection firms and currently employs 88 full-time
staff,  with headquarters in London and offices in Leeds and Solihull. In  the
year ended 31 August 1999, GKR reported revenues of £15.3 million.

Whitehead Mann and GKR have similar ambitions, style and culture and both face
the  challenge of diversification into international markets.  The  integrated
professional  team of the enlarged group will strengthen our position  in  key
market  sectors in the UK and provide the foundation for the establishment  of
strong business units across key international markets.


As at 31 March 2000, Whitehead Mann had a professional team of 42 partners and
consultants supported by 27 research staff.  Total staff in the UK, France and
New York numbered 118.

For  its part GKR currently has 27 professional staff, plus 22 in research and
39 support staff.

The  proposed addition of Pendleton James Associates, Inc. in the US  and  our
own expansion in France is likely to increase the total number of employees to
over 250 by March 2001.  This will include a team of about 150 consultant  and
research staff.


The addition of GKR will consolidate our position as one of the leading senior
level  executive search firms in the UK.  Our international strategy is  being
implemented  with  the  proposed  acquisition  of  Pendleton  James  and   the
development of our office in Paris, helping to establish Whitehead Mann  as  a
serious player in these markets.

Our management team has been strengthened and new international business units
established.   We  will  continue to invest in these  resources  to  meet  the
requirements of our clients and provide a quality service in executive search,
selection  and consulting.  This will be reinforced by the growing demand  for
our services to e-business and MAV.

Our  future  is  exciting.  These growth plans are focused on  leveraging  our
existing  strengths  to meet the changing demands of our clients  and  enhance
shareholder value.

Consolidated profit and loss account for the year ended 31 March 2000

                                                             2000        1999
                                                            £'000       £'000
Turnover                                                   27,712      25,600
Staff costs                                              (14,897)    (14,030)
Depreciation                                                (526)       (531)
Operating charges                                                            
Other operating charges (excluding exceptional            (7,579)     (7,177)
Exceptional property costs                                     --       (400)
Operating profit                                                             
Before exceptional costs                                    4,710       3,862
Exceptional property costs                                     --       (400)
                                                        ---------   ---------
                                                            4,710       3,462
Interest receivable                                           298         349
                                                        ---------   ---------
Profit on ordinary activities before taxation               5,008       3,811
Tax on profit on ordinary activities                      (1,650)     (1,301)
                                                        ---------   ---------
Profit for the financial year                               3,358       2,510
Dividends                                                 (1,584)     (1,355)
                                                        ---------   ---------
Retained profit for the year                                1,774       1,155
                                                        =========   =========
Earnings per share                                         22.27p      16.53p
Diluted earnings per share                                 22.05p      16.42p
Earnings per share before exceptional property costs       22.27p      18.34p

All  of  the group's activities are regarded as continuing and there  were  no
acquisitions in the year.

Statement of recognised gains and losses
There  were  no recognised gains and losses other than those included  in  the
profit and loss account.

Consolidated balance sheet as at 31 March 2000

                                                            2000        1999
                                                           £'000       £'000
Fixed assets                                                                
Tangible fixed assets                                      1,869       1,648
Investments                                                  717         745
                                                       ---------   ---------
                                                           2,586       2,393
Current assets                                                              
Debtors                                                    7,107       5,292
Cash at bank and in hand                                   4,898       4,694
                                                       ---------   ---------
                                                          12,005       9,986
Creditors: amounts falling due within one year           (7,632)     (7,103)
                                                       ---------   ---------
Net current assets                                         4,373       2,883
                                                       ---------   ---------
Total assets less current liabilities                      6,959       5,276
Creditors: amounts falling due after more than one         (208)       (299)
year                                                   ---------   ---------
Net assets                                                 6,751       4,977
                                                       ---------   ---------
Capital and reserves                                                        
Called up share capital                                      776         776
Profit and loss account                                    5,975       4,201
                                                       ---------   ---------
Equity shareholders' funds                                 6,751       4,977
                                                       ---------   ---------

Consolidated cashflow statement for the year ended 31 March 2000

                                                            2000        1999
                                                           £'000       £'000
Net cash inflow from operating activities                  3,733       3,445
Returns on investments and servicing of finance                             
Interest received                                            298         349
UK taxation paid                                         (1,579)     (1,200)
Capital expenditure and financial investment                                
Purchase of tangible fixed assets                        (1,012)       (332)
Purchase of own shares                                        --       (493)
Sale of tangible fixed assets                                242         131
                                                        --------    --------
Net cash outflow from capital expenditure and              (770)       (694)
financial investment
Equity dividends paid                                    (1,478)     (1,231)
                                                        --------    --------
Cash inflow before management of liquid resources and        204         669
Management of liquid resources                                --       1,003
Money market withdrawals                                                    
                                                        --------    --------
Increase in cash in the period                               204       1,672
                                                        ========    ========

1.   Dividends

The  interim  dividend per share of 4.4p and the final dividend per  share  of
6.1p  are  based  on a dividend of £664,000 and a proposed final  dividend  of
£920,000  respectively and on the 15,078,957 5p ordinary shares in  issue  and
ranking  for  dividend at the end of the year (excluding shares  held  by  the
Whitehead Mann Group Plc Employee Benefit Trust, which has waived its right to

2.   Earnings per share

                                                             2000        1999
Earnings per share                                         22.27p      16.53p
Diluted earnings per share                                 22.05p      16.42p
Earnings per share before exceptional property costs           --      18.34p

The  calculation of earnings per share of 22.27p (1999: 16.53p) is based on  a
profit  for the year of £3,358,000 (1999: £2,510,000) and on 15,078,957 shares
(15,189,260), being the weighted average number of shares in issue during  the
year  (excluding  the  shares held by the Whitehead Mann  Group  Plc  Employee
Benefit Trust).  Diluted earnings per share is based on a profit for the  year
of  £3,358,000 (1999: £2,510,000) and on 15,228,087 shares (1999:  15,294,389)
reflecting the effect of outstanding share options and allocations made by the
Employee Benefit Trust.  Earnings per share before exceptional property  costs
in  1998/9 was based on a profit for the year of £2,786,000, after adding back
after  tax  property costs of £276,000, and on 15,189,260  shares,  being  the
weighted  average number of shares in issue during that year.   The  directors
believe this more accurately reflects the underlying performance of the  group
in 1998/9.

3.   Exceptional property costs

As  at 31 March 2000 the group continues to hold the lease on a property  that
it does not occupy, which expires in 2003.  The property was let during 1998/9
and an amount equal to the difference between the rental income and the rental
outgoings  until  the  group's  lease expires, of  £400,000,  charged  against

4.    Reconciliation  of  operating profit to net cash inflow  from  operating

                                                              2000       1999
                                                              £000       £000
Operating profit                                             4,710      3,462
Depreciation                                                   526        531
Increase in debtors                                        (2,054)      (827)
Increase in creditors                                          500        257
Profit on disposal of fixed assets                              23        (1)
Movement on investments                                         28         23
                                                          --------   --------
Net cash inflow from operating activities                    3,733      3,445
                                                          ========   ========

5.   Analysis and reconciliation of net funds

                         Cash at      Money                                 
                        bank and     market                        Total net
                         in hand   deposits  Sub-total  Bank loan      funds
                           £'000      £'000      £'000      £'000      £'000
At 1 April 1999            3,194      1,500      4,694      (200)      4,494
Cash inflow                  204         --        204         --        204
                        --------   --------  ---------  ---------   --------
At 31 March 2000           3,398      1,500      4,898      (200)      4,698
                        ========   ========  =========  =========   ========

The  financial  information  included in this  document  does  not  constitute
statutory accounts within the meaning of section 240 of the Act.  The accounts
for  the  year ended 31 March 2000 were approved by the board and received  an
unqualified audit report on 12 June 2000.  The accounting policies adopted are
the  same as those used in preparing the accounts for the year ended 31  March

The  statutory accounts for each of the two years ended 31 March 1999  and  31
March  2000 received audit reports which were unqualified and did not  contain
statements  under  section  237(2) or (3) of  the  Companies  Act  1985.   The
statutory accounts for the year ended 31 March 1999 have been delivered to the
Registrar of Companies but the statutory accounts for the year ended 31  March
2000 have not yet been filed.

Not  for release in or into the United States, Canada, Japan, Australia or the
Republic of Ireland
                                  APPENDIX I
                           WHITEHEAD MANN GROUP PLC

The  following  definitions apply throughout this document  and  the  Form  of
Proxy, unless the context otherwise requires:

'Act'               the Companies Act 1985, as amended
'Admission'         admission  of  the Consideration Shares to  the  Official
                    List  and admission to trading on the main market of  the
                    London Stock Exchange
'Acquisitions'      means  the  Pendleton  James  Acquisition  and  the   GKR
'Pendleton James'   Pendleton James Associates, Inc.
'Pendleton James    the   proposed   acquisition  of   Pendleton   James   as
Acquisition'        contemplated  in  the  Pendleton  James  Heads  which  is
                    subject,  inter alia, to the completion of due  diligence
                    and the finalisation of legal documentation
'Pendleton James    the  non-binding heads of term dated 12 June 2000 for the
Heads'              proposed  acquisition  of Pendleton  James  by  Whitehead
'Beneficiaries'     the beneficiaries of the GKR Trust
'Close Brothers'    Close  Brothers  Corporate Finance Limited,  sponsor  and
                    financial adviser to the Company
'Consideration      the  4,360,626 new Ordinary Shares to be issued  as  part
Shares'             of the consideration for the GKR Acquisition
'Completion'        completion of the GKR Acquisition
'CREST'             the  computerised settlement system operated  by  CRESTCo
                    Limited to facilitate the transfer of title to shares  in
                    uncertificated form
'Directors' or      the  current  directors of the Company  being  Sir  Peter
'Board'             Parker,   Clive  W  Mann,  Gerard  Clery-Melin,   Matthew
                    Brassington,  Hugh Robert Collum, Alan  K  P  Smith,  Sir
                    Colin G Southgate and David E Tagg
'Enlarged Group'    the  Whitehead Mann Group, as enlarged by the acquisition
                    of GKR
'Existing Ordinary  the 15,525,000 Ordinary Shares currently in issue
'Extraordinary      the  extraordinary general meeting of the Company, or any
General Meeting' or adjournment thereof, to be held on 29 June 2000
'GKR'               GKR Group Limited
'GKR Acquisition'   the   proposed  acquisition  of  GKR  by  Whitehead  Mann
                    pursuant to the Sale and Purchase Agreement
'GKR Group'         GKR and its subsidiary undertakings
'GKR Trust'         the  Goddard  Kay Rogers Employees' Benefit Trust,  being
                    the holder of the entire issued share capital of GKR
'Key Employees'     certain employees of GKR whom the Board considers  to  be
                    important  to the business of GKR and each  of  whom  the
                    advisory  committee  to  the GKR  Trust  has  recommended
                    receive  an aggregate allocation of £175,000 or  more  of
                    the  consideration for the GKR Acquisition  and  each  of
                    whom  has  entered  into  a service  agreement  with  the
                    Enlarged Group
'Listing            the  listing  particulars  setting  out  details  of  the
Particulars' or     Acquisitions
'Listing Rules'     the Listing Rules of the UK Listing Authority
'London Stock       London Stock Exchange Limited
'Whitehead Mann' or Whitehead Mann Group Plc
'the Company'
'Whitehead Mann     the Company and its subsidiary undertakings
Group' or 'Group'
'Official List'     the Official List of the London Stock Exchange
'Ordinary Shares'   ordinary shares of 5p each in the capital of the Company
'Proposed           Austin  Philip Marsden, Dame Stella Rimington  and  Henry
Directors'          Edward St Leger King, currently directors of GKR
'Recipient          those  Beneficiaries  to whom the advisory  committee  to
Beneficiaries'      the   GKR   Trust   has   irrevocably   recommended   the
                    consideration  payable under the terms of  the  Sale  and
                    Purchase Agreement be allocated
'Regulations'       the   Uncertificated  Securities  Regulations  1995   (SI
'Sale and Purchase  the  conditional agreement dated 12 June  2000  and  made
Agreement'          between,  inter alia, the trustee of the  GKR  Trust  (1)
                    and the Company (2) relating to the GKR Acquisition
'Shareholder'       the holders of Ordinary Shares
'UK' or 'United     the United Kingdom of Great Britain and Northern Ireland
'UK Listing         the  Financial  Services  Authority  acting  as  the   UK
Authority'          Listing Authority
'uncertificated' or an   Ordinary  Share  recorded  on  the  Company's  share
'in uncertificated  register  as being held in uncertificated form  in  CREST
form'               and title to which, by virtue of the Regulations, may  be
                    transferred by means of CREST
'US' or 'United     the United States of America

Exchange rate conversion

Unless otherwise stated an exchange rate of US$1.5045:£1 (being the mid-market
spot  rate  quoted  in the Financial Times on 12 June 2000, being  the  latest
practicable  date  prior  to  the date of this  announcement)  has  been  used

a d v e r t i s e m e n t