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Adam & Harvey Group (AHG)

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Wednesday 19 June, 2002

Adam & Harvey Group

Final Results

Adam & Harvey Group PLC
19 June 2002

                                 PRESS RELEASE

For immediate release     June 19, 2002

                       PRELIMINARY UNAUDITED RESULTS 2002

Adam & Harvey Group PLC, today announced its preliminary results for the year
ended 31 March 2002.

RESULTS                                                                                     2002               2001
                                                                                           £'000              £'000

Turnover on Discontinued Activities                                                        6,893             16,332

Loss on continuing operations                                                            (1,062)            (1,170)
Group Loss before tax*                                                                   (3,256)            (1,814)
Loss per share                                                                           (88.3p)            (59.8p)
Dividend per share                                                                             -               2.0p

*After losses on disposal and impairments of                                             (2,374)              (142)
assets of discontinued operations

                                   KEY POINTS

  • December 2001 sale of remaining operating divisions
  • Group cash reserves increased to £8.6m at year end
  • Board recommendation to shareholders to place company in solvent

Commenting on this announcement, Anthony Townsend, Chairman, said:

Having successfully exited from the African steel operations, with the proceeds
adding to our cash reserve, we have reviewed all options for the future.

In the current investment climate we believe that the best interest of
shareholders is to return value to them by means of a voluntary winding-up of
the company and a return of cash to shareholders.

For further information, please contact:

Tony Patterson, Chief Executive          020 7549 3604
or Anthony Townsend, Chairman            020 7549 3604
Adam & Harvey Group PLC


In my November 6, 2001 statement accompanying the interim report for the six
months ended 30 September 2001, Shareholders will recall that our strategy was
to continue to seek to identify a new core business to take the Group forward.
With the successful disposal of the African steel operations in December, we
were left as a cash shell. The steel sale proceeds were added to our cash
reserve, which amounted to £8.6 million at March 31, 2002.

The unaudited preliminary results for the financial year ending 31 March 2002
are attached. The pre-tax loss for the year of £3,256,000, principally reflects
the impairment of £2,374,000 in the value of the assets of the African
businesses, and is broadly in line with our interim report. Subsequent to the
year-end we have incurred continuing overhead costs in the Group, and other
expenses associated with the winding-up proposal, including lease termination
costs associated with disposing of the Company's head office, provisions for
final redundancies and negotiated costs to dispose of contingent liabilities on
past business disposals.

The exit from our remaining operating division freed up our management to focus
on our strategy of finding a new core business and removed a significant
drawback on the flexibility and attractiveness of the Company as an investment
vehicle. We have been engaged in a wide ranging and intensive search, analysis
and review of acquisition and other opportunities across a wide range of
businesses. Our objective was to identify a business which had the growth and
value generating prospects to benefit from our listing and resources.

Unfortunately this vigorous search coincided with the September 11 events,
creating well-known market volatility and nervousness, which continues to this
day. This has made the climate for investment offerings and equity financing
proposals, especially for relatively risky and smaller businesses, extremely
difficult to say the least.

In a period when 'cash is king', your Board has subjected new investment
opportunities to the toughest scrutiny and, in the light of continuing investor
nervousness, has decided to adopt the prudent view. We have always been
conscious of the need to preserve the gains achieved in our strategy and
recognised that we do not have an open-ended timescale and hence, after
reviewing all alternative options, we have determined that it is in the best
interests of shareholders to return value to them by means of a voluntary
winding-up of the Company and return of cash to shareholders.

Since the completion of the steel disposal, management have concurrently and
systematically, in liaison with our professional advisors, also taken the
necessary steps to 'clean-up' the Group in a cost-effective manner; for a
long-established trading company operating in diverse products and markets this
has been a complex task. However, the positive results of this are evident today
in our ability to propose a fast winding-up of the Company with what we believe
are very marginal residual contingent liabilities and costs. The Directors
consequently anticipate shareholder value has been optimised for the final
distribution of funds. The achievement of the sale of our steel division brought
the Group to a strategic milestone which has allowed us the opportunity to
recommend an orderly and, in the light of the foreseeable future of the
investment markets, value preserving return of cash to shareholders.

Anthony Townsend.

19 June 2002

for the year ended 31st March 2002 (unaudited)

                                                                                         2002                  2001
                                                                                         £000                  £000

Turnover (all discontinued)                                                             6,983                16,332
Cost of sales                                                                         (5,764)              (13,672)
                                                                                     --------             ---------
Gross Profit                                                                            1,219                 2,660
Distribution costs                                                                      (185)                 (527)
Administrative expenses                                                               (2,180)               (3,986)
Other operating income                                                                     15                    12
                                                                                     --------             ---------
Discontinued                                                                             (69)                 (671)
Continuing                                                                            (1,062)               (1,170)
                                                                                     --------             ---------
Group Operating Loss                                                                  (1,131)               (1,841)
Losses on disposal and impairments                                                    (2,374)                 (142)
of assets of discontinued operations
Interest receivable and similar income                                                    351                   397
Interest payable and similar charges                                                    (102)                 (228)
                                                                                     --------             ---------
Loss on Ordinary Activities before Taxation                                           (3,256)               (1,814)
Taxation on loss on ordinary activities                                                 (372)                 (643)
                                                                                     --------             ---------
Loss on ordinary activities after taxation for the Financial Year                     (3,628)               (2,457)
Dividends on Equity Shares                                                                  -                  (82)
                                                                                     --------             ---------
Amount Transferred from Reserves                                                      (3,628)               (2,539)
                                                                                     --------             ---------
Basic and Diluted Loss per Ordinary Share                                             (88.3p)               (59.8p)

at 31st March 2002 (unaudited)
                                                               Group           Group         Company       Company
                                                                2002            2001            2002          2001
                                                                £000            £000            £000          £000

Fixed Assets
Tangible assets                                                   28           2,680              28            70
Investments                                                      424             325             424         7,470
                                                               -----          ------           -----        ------
                                                                 452           3,005             452         7,540
                                                               -----          ------           -----        ------

Current Assets
Stocks                                                             -           3,092               -             -
Debtors                                                           31           2,682              31           928
Cash at bank and in hand                                       8,610           6,686           8,610         6,521
                                                              ------          ------          ------        ------
                                                               8,641          12,460           8,641         7,449
                                                              ------          ------          ------        ------

Creditors: amounts falling due within one year                 (193)         (2,601)           (193)       (2,183)
                                                              ------          ------          ------        ------

Net Current Assets                                             8,448           9,859           8,448         5,226
                                                              ------          ------          ------        ------

Total Assets less Current Liabilities                          8,900          12,864           8,900        12,806
Provisions for liabilities and charges                             -            (58)               -             -
                                                              ------          ------          ------        ------
Net Assets                                                     8,900          12,806           8,900        12,806
                                                              ------          ------          ------        ------

Capital and Reserves
Called up share capital                                        1,089           1,089           1,089         1,089
Share premium account                                          3,355           3,355           3,355         3,355
Revaluation reserve                                                -           1,087               -         6,605
Profit and loss account                                        4,456           7,275           4,456         1,757
                                                              ------          ------          ------        ------
Equity Shareholders' Funds                                     8,900          12,806           8,900        12,806
                                                              ------          ------          ------        ------

for the year ended 31st March 2002 (unaudited)
                                                                          Full Year to                 Full Year to
                                                                       31st March 2002              31st March 2001
                                                                       £000       £000              £000       £000
Net Cash Inflow from Operating Activities                                          316                        1,678
Returns on Investment and Servicing of Finance:
Interest received                                                       351                          397
Interest paid                                                         (102)        249             (228)        169
                                                                     ------     ------            ------     ------
Taxation                                                                         (373)                        (663)
                                                                                ------                       ------
Capital Expenditure
Purchase of tangible fixed assets                                      (46)                        (108)
Sale of tangible fixed assets                                           452        406               124         16
                                                                     ------     ------            ------     ------
Acquisitions and Disposals
Sale of investment                                                        -                           23
Proceeds from disposal of subsidiary                                  1,850                          380
undertakings and businesses
Overdrafts/(cash) balances of businesses sold                           275      2,125             (160)        243
                                                                     ------     ------            ------     ------
Equity Dividends Paid                                                             (82)                         (82)
Management of Liquid Resources
Decrease/(increase) in short-term deposits                                       1,000                      (2,000)
Repayment of amounts borrowed                                                        -                         (56)
                                                                                ------                       ------
Increase/(Decrease) in Cash                                                      3,641                        (695)
Translation differences                                                             11                           43
Cash flow from decrease in debt                                                      -                           56
Cash used to (decrease)/increase liquid resources                              (1,000)                        2,000
                                                                                ------                       ------
Movement in funds                                                                2,652                        1,404

Opening Net Funds                                                                5,958                        4,554
                                                                                ------                       ------
Closing Net Funds                                                                8,610                        5,958
                                                                                ------                       ------


1.     Segmental Information

The Group's turnover, (loss)/profit before taxation and net operating assets by
class of business and origin are as follows:

                                                             Turnover         (Loss)/Profit           Net Operating
                                                                            before taxation                  assets
                                                      2002       2001       2002       2001         2002       2001
                                                      £000       £000       £000       £000         £000       £000
By Class of Business
Discontinued Operations                              6,983     16,332       (69)      (671)            -      6,174
                                                    ------     ------     ------     ------       ------     ------
Loss on disposal of discontinued operations                              (2,374)      (142)
Group central overhead                                                   (1,062)    (1,170)
Net interest and similar income                                              249        169
Holding company cash                                                                               8,610      6,521
Other net assets                                                                                     290        111
                                                                          ------     ------       ------     ------
                                                                         (3,256)    (1,814)        8,900     12,806
                                                                          ------     ------       ------     ------

By Geographical Market of Origin
Africa                                               6,933     12,633          5        238            -      5,453
United Kingdom                                          50      3,509       (74)      (882)        8,900      7,353
Rest of the World                                        -        190          -       (27)            -          -
                                                    ------     ------     ------     ------       ------     ------
                                                     6,983     16,332       (69)      (671)        8,900     12,806
                                                    ------     ------     ------     ------       ------     ------

Loss on disposal of discontinued operations                              (2,374)      (142)
Group central overhead                                                   (1,062)    (1,170)
Net Interest and similar income                                              249        169
                                                                          ------     ------       ------     ------
                                                                         (3,256)    (1,814)        8,900     12,806
                                                                          ------     ------       ------     ------

The geographical analysis of the Group's turnover by destination is as follows:

                                                                                               2002            2001
                                                                                               £000            £000

Africa                                                                                        6,933          12,655
United Kingdom                                                                                   50           1,637
Rest of the World                                                                                 -           2,040
                                                                                             ------          ------
                                                                                              6,983          16,332
                                                                                             ------          ------


Group central overhead represents the Group's only continuing activity. All 
turnover, cost of sales and distribution costs are derived from discontinued 

The analysis of continuing/discontinued business

                                      2002            2002       2002            2001            2001         2001
                                Continuing    Discontinued      Total      Continuing    Discontinued        Total
                                      £000            £000       £000            £000            £000         £000

Cost of Sales                            -         (5,764)    (5,764)               -        (13,672)     (13,672)
Distribution costs                       -           (185)      (185)               -           (527)        (527)
Administrative expenses            (1,062)         (1,118)    (2,180)         (1,170)         (2,816)      (3,986)
Other operating income                   -              15         15               -              12           12
                                   -------         -------    -------         -------         -------      -------

Discontinued activities in 2002 and 2001 comprise all steel stockholding and
other trading businesses.

2. Taxation

The charge/(credit) for taxation is based on the (loss)/profit for the year and

                                                                                         Group                Group
                                                                                          2002                 2001
                                                                                          £000                 £000

UK corporation tax at 30% (2001 - 30%)                                                      99                  196
Less - relief for overseas taxation                                                       (99)                (196)
Prior year adjustment                                                                    (159)                    -
                                                                                        ------               ------
                                                                                         (159)                    -
                                                                                        ------               ------
Overseas taxation                                                                          589                  669
                                                                                        ------               ------
Current taxation                                                                           430                  669
Deferred taxation                                                                         (58)                 (26)
                                                                                        ------               ------
                                                                                           372                  643
                                                                                        ------               ------

The higher effective tax rate compared to statutory rate is due to unrelieved
losses in the United Kingdom

3. Dividends

                                                                      2002        2002            2001         2001
                                                              Per Ordinary                Per Ordinary
                                                                                  £000                         £000
                                                                     Share                       Share

Interim                                                                  -           -               -            -
Proposed final                                                           -           -            2.0p         87.1
Dividends waived on E.S.O.P                                              -           -               -        (5.0)
                                                                    ------      ------          ------       ------
                                                                         -           -            2.0p         82.1
                                                                    ------      ------          ------       ------

Dividends payable on the shares held by the Employee Benefit Trust (E.S.O.P.)
have been waived.

4     Loss per Ordinary Share

Loss per Ordinary Share are based on the weighted average number of shares in
issue during the year of 4,106,766 Ordinary Shares (2001 - 4,106,766) on both a
basic and diluted basis. This excludes the 250,000 shares held by the Employee
Benefit Trust on which dividends have been waived.

5. Consolidated Profit and Loss Account

   The financial information in this statement has not been audited and does
   not constitute statutory accounts within the meaning of section 240 of the
   Companies Act 1985.

   The Profit and Loss Account for the year ended 31 March 2001 is taken from
   the statutory accounts, which have been delivered to the Registrar of
   Companies. The report of the auditors on these accounts was unqualified and
   did not contain a statement under Section 237 (2) or (3) of the Companies
   Act 1985.

6. Annual General Meeting

   An Extraordinary General Meeting of the Company will be held at the offices
   of Eversheds, Senator House, 85 Queen Victoria Street, London EC4V 4JL on 12
   July 2002 at 10.30 a.m. and if the resolutions to be proposed at that
   meeting are passed there will be no Annual General Meeting.

7. Copies of This Announcement

Copies of this announcement can be obtained from the Company at Vingt House, 32
Clerkenwell Green, London EC1R 0DU until 5 July and thereafter from
PricewaterhouseCoopers, Plumtree Court, London EC4A 4HT.

                      This information is provided by RNS
            The company news service from the London Stock Exchange

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