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Woodspeen Training Group Plc (WSTP)

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Tuesday 29 November, 2011

Woodspeen Training Group Plc

Unaudited Interim Statement to 30 Sept 2011

29 NOVEMBER 2011

                     WOODSPEEN TRAINING PLC - TICKER WSTP                      

  WOODSPEEN TRAINING GROUP PLC ("Woodspeen" or "the Company" or "the Group"))  

        Unaudited Interim Statement - Six Months to 30 September 2011.         

This unaudited Interim Statement has not been reviewed or audited  by BDO LLP, the 
Company's Auditors.


Please  find  below  the  interim results for Woodspeen Training Group plc for the
six months ended 30 September 2011.

Business Overview

The Group operates two divisions, Vocational Training and Skills Training.

The Vocational Training division delivers programmes comprising pre-apprenticeship 
and apprenticeship training, predominantly to younger
learners (aged 16-18).

The Skills Training division delivers adult learner programmes in basic skills and 
New  Deal  programmes  for  the  unemployed. As  highlighted in the Annual Report, 
delivery of the high margin New Deal programmes ceased during the period.

Government policies towards the funding of training programmes together  with  the 
existence  and  sufficiency  of suitable employment opportunities for learners are 
key drivers of the Group's long term success.

In  the  current  environment  it  is  proving very challenging to find employment
opportunities for young learners as employers are reluctant to recruit.

Performance for the six months to 30 September 2011

Performance during the period has been in line with the Board's expectations.

The  Group  made  an  operating  profit  before interest, tax and amortisation of
goodwill (EBITA) of £264,925 for the six months to 30 September 2011 compared  to 
£545,548 for the six months to September 2010.

                                               Six Months               Six Months     
                                           September 2011           September 2010     
                                Revenue       Operating     Revenue      Operating    
                                              Profit                        Profit       
                                      £             £             £             £            
Vocational Training             1,846,001     209,360       1,742,931      206,373      
Skills Training                   971,490     220,374       1,406,932      477,570      
                                ---------    ---------      ---------    ---------
                                2,817,491     429,734       3,149,863      683,943      
Group items: Unallocated                     (164,809)                    (138,395)    
corporate costs                                                                        
                                             ---------                    --------
Operating profit before                                                                
and goodwill impairment                       264,925                     545,548      
Amortisation charge on                                                                 
acquired intangible assets                    (88,253)                    (95,226)     
                                ---------    ---------      ---------    ---------
Total for Group                 2,817,491     176,672       3,149,863     450,322      
                                ========      ========      ========      ========     

Vocational Training for the six months to 30 September 2011 includes results from 
BDTS Limited (`BDTS'), acquired  on  6 April 2011. Comparative  figures  for 2010 
exclude BDTS.

Economic  conditions  have  remained very  challenging during the first half, with
continued uncertainty reflected in  subdued employment opportunities in particular 
for young  learners (aged 16-18). In  this regard, recent Government announcements 
relating  to  significantly  increased  apprenticeship  starts  nationally, whilst 
newsworthy, predominantly  reflect an  increase in apprenticeship starts for adult 
learners  aged  25 and  over (25+). Learners  in  the 25+ age group  attract lower 
Government funding as they are predominantly already  in  employment. Funding  for 
younger learners, which on an individual basis  is significantly  higher, reflects 
the  additional  support  required  to  help  young  learners  secure  their first 
employment. It is the recruitment, placing into employment  and training of  young 
learners  that are the areas of core expertise for  the Group. Recently  published 
unemployment figures showing  in excess of  one  million NEETs (not in employment, 
education or training) highlight the  adverse impact  that  both the recession and 
austerity  measures  are  having  in  the  economy. Whilst there are  presently no 
indications  to  suggest  that  the  next  12-24  months  will  show an upturn  in 
employment opportunities, it is the Board's opinion that there will be significant 
opportunities  for  growth  in the young learner market as economic and employment 
conditions improve. The Group's  strategy  therefore  is  to invest resources into 
activities that will support young learners into  their first  employment as  this 
will help to maintain the Group's capability to support future growth.

Vocational Training

Vocational Training encompasses apprenticeship and pre-apprenticeship
programmes for learners.

                                    Six Months                 Six Months    
                                  September 2011             September 2010    
                            Revenue   Operating Profit  Revenue   Operating Profit
                                      Profit    Margin            Profit    Margin
                                 £         £      %age        £        £      %age  
Vocational Training       1,846,001  209,360   11.3    1,742,931  206,373    11.8  
(including BDTS)                                                                 
Vocational Training       1,371,501  114,260    8.3    1,742,931  206,373    11.8  
(excluding BDTS)                                                                 

Excluding  the  effects  of  BDTS, revenues  and profits have declined during the
period. A change in the Group's age mix of learners (in favour of  apprenticeship 
learners aged 25+) together with a later cycle of  recruitment of  young learners 
during the first half of the year have impacted financial performance adversely.

Subdued employment conditions continue to constrain the Group's ability to  place 
young  apprentices  with  employers. As  the  Group  draws down funding only when 
learners  are  placed  with  employers, a lack of placement opportunities impacts 
directly on the Group's revenues. Further, changes to  funding regulations, which 
came  into  effect during the  period, also now require all placed learners to be 
employed  with  employers `from  day  one'. A  dearth of employment and placement 
opportunities  has  adversely  impacted the Group's performance during the period 
under review.

Skills Training

Skills Training comprises basic skills (Skills for Life) programmes and
programmes for the unemployed (New Deal).

                                   Six Months                 Six Months        
                                 September 2011             September 2010      
                            Revenue  Operating Profit  Revenue   Operating Profit
                                     Profit    Margin            Profit    Margin
                                 £        £      %age       £         £      %age  
Skills Training             971,490  220,374   22.7   1,406,932  477,570     33.9  

As part of the Coalition's much publicised welfare to work reforms, the New Deal 
programme was replaced during the  period with  the Work Programme. The Group is 
not engaging directly with the Work Programme.

Funding  for  the  Group's  Skills for Life programmes is through a sub-contract
with the University for Industry (Ufi), itself a direct contract holder with the 
Skills Funding Agency. With the Government's on-going development of  the Skills 
agenda, most recently including the privatisation of Ufi, your Board is  keeping 
under  review  its  options  over  future engagement by ensuring that commercial 
arrangements, which are reviewed annually, remain in the long term interests  of 
the Group.

Sector consolidation

During the period your Board has continued to maintain dialogue with a number of 
providers in the sector that may join the  Woodspeen Group in the future. Whilst 
significant  acquisition  opportunities  exist,  vendor  expectations  currently 
remain unrealistic and may continue to do so  until the  impact  of economic and 
employment uncertainties feed through into valuations.

The Group held cash resources of around £3.8m at 30 September 2011 (2010 -£1.1m) 
to help finance future acquisition activity.


There  remains considerable  uncertainty in the economic environment and this is
likely  to  restrict  the  Group's  performance  for  the  foreseeable  future. 
Notwithstanding this, your Board's strategy, to maintain focus on young learners, 
helps  to  position  the  Group  to exploit opportunities as and when employment 
confidence returns.

Si Hussain
Chief Executive

28 November 2011


                                Note          6 Months       6 Months          Ended 
                                             September      September          March
                                                  2011           2010           2011
                                             Unaudited      Unaudited        Audited   
                                                    £               £              £         
Revenue                         2           2,817,491       3,149,863      5,711,583     
Cost of sales                              (1,837,825)     (1,755,089)    (3,509,021)   
                                        --------------  -------------- --------------
Gross profit                                  979,666       1,394,774      2,202,562     
Administrative expenses                      (802,994)       (944,452)    (3,459,380)   
                                        --------------  -------------- --------------
Profit/(Loss) from              2             176,672         450,322     (1,256,818)   
Analysed as:                                                                        
Profit from operations                                                              
Excluding exceptional item                    176,672         450,322        693,182       
Exceptional item                                    -               -     (1,950,000)   
                                        --------------  -------------- --------------
                                              176,672         450,322     (1,256,818)   
                                        -------------- --------------  --------------
Finance revenue                                 4,770            947           2,077         
Finance costs                                       -         (9,148)         (9,148)       
                                        --------------  -------------- --------------
Profit before taxation          2             181,442        442,121      (1,263,889)   
Tax expense                                   (47,827)      (127,702)       (194,289)     
                                        --------------  -------------- --------------
Profit for the period                         133,615        314,419      (1,458,178)   
                                             ========       ========       ========      
Basic                           3               0.37p         1.53p         (6.14)p             
Diluted                         3               0.37p         1.53p         (6.11)p             



There  is  no  difference between  the  profit  for the period shown and the total
comprehensive income.

Reconciliation of movements in total equity are given in the Statement of changes 
in equity.


                                  Note     As at          As at          As at    
                                           September      September      March       
                                           2011           2010           2010        
                                           Unaudited      Unaudited      Audited     
                                                  £              £              £           
Non-current assets                                                                   
Property, plant and                          160,337        196,272        176,054     
Intangible assets                          2,847,261      4,351,069      2,319,981   
                                               9,700          -              3,033       
                                         -------------- -------------- ------------
                                           3,017,298      4,547,341      2,499,068   
                                         -------------- -------------- ------------
Current assets                                                                       
Trade and other                              543,662        779,363      1,101,800   
Cash and short term                        3,762,641      1,062,256      3,763,321   
                                         -------------- -------------- ------------
                                           4,306,303      1,841,619      4,865,121   
                                         -------------- -------------- ------------
Total assets                               7,323,601      6,388,960      7,364,189   
                                         -------------- -------------- ------------
Current liabilities                                                                  
Trade and other payables                     522,825        624,352        920,171     
Deferred revenue                               8,235              -         40,318      
Current tax liabilities                      365,864        380,201        237,780     
Provisions                                   213,073        209,858        203,418     
                                         -------------- -------------- ------------
                                           1,109,997      1,214,411      1,401,687   
                                         -------------- -------------- ------------
Non-current liabilities                                                              
Provisions                                     8,305          7,730          7,694       
Deferred tax liabilities                     100,370        111,809         91,416      
                                         -------------- -------------- ------------
                                             108,675        119,539         99,110      
                                         -------------- -------------- ------------
Total liabilities                          1,218,672      1,333,950      1,500,797   
                                         -------------- -------------- ------------
Net Assets                                 6,104,929      5,055,010      5,863,392   
                                           =========      =========      =========      
Capital and reserves attributable to equity holders of the Company                   
Issued share capital              4        3,578,620      2,052,000      3,528,620   
Share premium reserve                      2,997,637      1,907,822      2,997,637   
Merger reserves                              376,000        336,000        336,000     
Retained earnings                           (847,328)       759,188       (998,865)   
                                         -------------- -------------- ------------
Total Equity                               6,104,929      5,055,010      5,863,392   
                                           ========       ========       =========      




                                           Six Months      Six Months     Year          
                                           Ended           Ended          Ended         
                                           September       September      March         
                                           2011            2010           2010          
                                           Unaudited       Unaudited      Audited       
                                                  £               £              £             
Cash flows from operating                                                               
Profit before taxation                       181,442        442,121     (1,263,889)   
Adjustments for:                                                                        
Impairment write down goodwill                    -               -      1,950,000     
Depreciation of property, plant and          28,143          10,929         48,096        
Amortisation Depreciation of leasehold        5,026          31,023         63,240        
Loss on disposal of property, plant              -            1,828          1,828         
and equipment                                                                           
Amortisation of                                                                         
intangibles - customer                                                                  
contracts acquired on                        88,253          95,226        174,146       
Amortisation of                               1,560           2,044          4,422         
intangibles - software                                                                  
Share options - employee service             17,164           3,333         17,877        
Finance income                               (4,770)           (947)        (2,077)       
Finance costs                                     -           9,148          9,148         
Decrease/(Increase) in trade and            663,720         161,910       (160,797)     
other receivables                                                                       
(Decrease)/Increase in trade and           (456,547)         78,299        387,649       
other payables                                                                          
(Decrease)/Increase in deferred             (32,083)              -         27,057        
(Decrease) in provisions                          -               -        (38,694)      
                                        --------------  -------------- --------------
Cash generated by                           491,906         847,039      1,218,006     
Income taxes paid                                 -         (39,672)      (272,105)     
                                       --------------  -------------- --------------
Cash flows from operating                   491,906         807,367        945,901       
                                       --------------  -------------- --------------
Cash flows from investing                                                               
Acquisitions -                           (1,817,433)              -              -             
Acquisitions - Cash                       1,330,998               -              -             
Purchase of plant and                        (5,783)        (76,147)       (80,971)      
Purchase of intangibles -                    (3,046)           (676)          (886)         
Interest received                             2,678             947          2,077         
                                       --------------  -------------- --------------
Net cash used in investing                 (492,586)        (75,876)       (79,780)      
                                       --------------  -------------- --------------
Cash flows from financing                                                               
Proceeds from issue of                           -               -       2,657,916     
Expenses in connection with share                -               -         (91,481)      
Repayment of loan notes                          -         (350,000)      (350,000)     
Interest paid                                    -          (12,543)       (12,543)      
                                       --------------  -------------- --------------
Net cash used in financing                       -        1,128,371      2,203,892     
                                       --------------- -------------- --------------
Increase/(Decrease) in cash and cash            680      (1,210,996)     3,070,013     
Cash and cash equivalents at start of     3,763,321       1,931,963        693,308       
                                       --------------  -------------- --------------
Cash and cash equivalents at end of       3,762,641         720,967      3,763,321     
                                           ========        ========       ========      




                           Issued         Share          Merger         Retained       Total         
                           Share          Premium        reserve        earnings       Share-        
                           capital        account                                      holders       
                                £              £              £              £              £             
At 1 April 2010            2,052,000      1,907,822      336,000        441,436        4,737,258     
Transactions with owners:                                                                            
Employee share option                                                                                
- Value of share options       -              -              -            3,333            3,333         
Profit and total                                                                                     
comprehensive income           -              -              -          314,419          314,419       
                         -------------- -------------- -------------- -------------- ------------
At 30 September 2010       2,052,000      1,907,822      336,000        759,188        5,055,010     
Transactions with owners:                                                                            
Placing of shares in       1,476,620      1,181,296          -              -          2,657,916     
Expenses of share issues       -            (91,481)         -              -            (91,481)      
Employee share option                                                                                
- Value of share options       -              -              -           14,544           14,544        
Profit and total                                                                                     
comprehensive income           -              -              -       (1,772,597)      (1,772,597)   
                         -------------- -------------- -------------- -------------- ------------
At 31 March 2011           3,528,620      2,997,637      336,000       (998,865)       5,863,392     
Transactions with owners:                                                                            
Allotted on acquisition                                                                              
of BDTS Limited               50,000          -           40,000            -             90,000        
Employee share option                                                                                
- Value of share options       -              -              -           17,164           17,164        
- Deferred tax on share        -              -              -              758              758           
Profit and total                                                                                     
comprehensive income           -              -              -          133,615          133,615       
                         -------------- -------------- -------------- -------------- -----------
At 30 September 2011       3,578,620      2,997,637      376,000       (847,328)       6,104,929     
                           ========       ========       ========       ========        ========      


1.  Accounting policies
a. General information
The interim report was approved by the Board on 28 November 2011.

The consolidated interim financial information is unaudited and does not constitute  statutory 
accounts within the meaning of section 434(1) of the Companies Act 2006.

The interim financial information has not been reviewed or audited  by BDO LLP, the  Company's 

b. Basis of preparation
The  interim  financial  information  has  been  prepared  in  accordance  with  the  reporting 
requirements of Plus Markets.

The interim report should be read in conjunction with the  annual financial statements for  the 
period ended 31 March 2011, which have been prepared in accordance with International Financial 
Reporting Standards (IFRSs) and IFRIC
interpretations endorsed by the European Union (EU) and with those parts  of the Companies  Act 
2006 applicable to groups preparing their accounts under IFRS.

Except  as  described  below, the accounting policies applied in the preparation of the interim 
financial information are consistent with those adopted in the statutory accounts for  the year 
ended 31 March 2011 as described in those financial statements.

Taxes  on  income  in interim  periods are accrued using the expected annual effective tax rate 
that would be applicable to expected total annual earnings.

The Directors  believe that any other new standards, amendments to standards or interpretations 
that are mandatory for the first time for the financial year beginning 1 April 2011  are either 
not relevant to the Group or are not anticipated to impact the Group.

The figures for the year ended 31 March 2011 were derived from the statutory accounts for  that 
period. The statutory accounts for the year ended 31 March 2011 were approved  by the  Board of 
Directors on 27 June 2011 and have been delivered to the Registrar of Companies. The  report of 
the auditors  on  those  accounts  was unqualified and did not contain statements under Section 
498(2) or (3) of the Companies Act 2006.

c. Significant accounting estimates and judgements
The  preparation  of  interim  financial  information  requires  management  to make judgments, 
estimates  and  assumptions  that  affect  the amounts reported for revenues, expenses, assets, 
liabilities  and  disclosures  of  contingent  liabilities at the date of the interim financial
information. However, the nature  of estimation  means  that actual  outcomes could differ from 
those estimates.

The  key  sources  of  estimation  uncertainty  in  the  preparation  of  the interim financial 
information are as follows:

  * The measurement  and  impairment  of goodwill, an intangible asset with an indefinite life. 
    The  Group  determines  whether  goodwill  is  impaired  on  an  annual  basis requiring an 
    estimation of the value in use of the cash generating unit to which  goodwill is allocated. 
    This involves estimation of future cash flows and choosing a suitable discount rate;
  * The determination of the fair value of intangible assets on acquisition and
    their useful lives; and
  * The estimation of dilapidation provisions.
2 Segment information

The principal activity of the Group is government  sponsored training, assessment  and  related 
services. The Chief  Executive  considers  the Group's business  through two reporting segments 
based on principal activity:

Vocational  Training  (Apprenticeships,  Foundation  Learning  and  other  vocational  training 
programmes); and

Skills Training (Skills for Life, New Deal and other employability training programmes).

The  Chief  Executive  assesses the performance of operating segments based on operating profit 
before amortisation of acquired  intangible assets, interest  and tax. Information presented to 
the Chief Executive is measured in a manner consistent with that in the Financial Statements.

The  performance  of  operating  segments  reviewed by the Chief Executive does not include any 
allocation of corporate costs. Corporate costs, although not an operating segment as defined by 
IFRS8 are reviewed by the Chief Executive and shown as Group items in the table below.

                         Six Months                      Six Months                          Year
                         September 2011                  September 2010                   March 2011
                         Revenue         Profit/      Revenue         Profit/     Revenue         Profit/        
                                          (Loss)                      (Loss)                      (Loss)         
                         £               £               £               £               £             £              
Vocational Training      1,846,001     209,360       1,742,931      206,373      3,262,538       372,013        
Skills Training            971,490     220,374       1,406,932      477,570      2,449,045       786,662        
                         ----------- ------------ ------------  -----------    -----------    ----------
                         2,817,491     429,734       3,149,863      683,943      5,711,583     1,158,675      
Group items:                                                                                                            
Unallocated corporate                                                                                                   
costs                                 (164,809)                    (138,395)                    (291,347)      
                         ----------- ------------ ------------  -----------    -----------    ----------
                                       264,925                      545,548                      867,328        
Amortisation charge on                                                                                                  
acquired intangible                                                                                                     
assets                                 (88,253)                     (95,226)                    (174,146)      
Impairment of goodwill                       -                           -                    (1,950,000)    
                         ----------- ------------ ------------  -----------    -----------    ----------
Total for Group          2,817,491     176,672       3,149,863      450,322      5,711,583    (1,256,818)    
                         ========        ========     ========      ========      ========      ========       

The reconciliation, by  operating  segment of the profit reported to the Chief Decision Maker to 
operating profit shown in the financial statements is as follows:

Six Months to 30              Reported      Amortisation    Impairment of        Segmental
September 2011               Segmental       on Acquired         Goodwill        Operating
                             Operating        Intangible                     Profit/(Loss)
                                Profit            Assets                              
                                     £                 £               £                £             
Six Months to 30                                                                   
September 2011                                                                     
Vocational Training            209,360           (88,253)             -            121,107       
Skills Training                220,374                 -              -            220,374       
                          --------------   --------------  --------------   --------------
Total for segments             429,734           (88,253)             -            341,481       
                              ========          ========        ========                     
Group items:                                                                       
Unallocated corporate                                                             (164,809)     
Total for Group                                                                    176,672       
Six Months to 30              Reported      Amortisation    Impairment of        Segmental
September 2010               Segmental       on Acquired         Goodwill        Operating
                             Operating        Intangible                     Profit/(Loss)
                                Profit         Assets                              
Vocational Training            206,373           (78,920)             -            127,453       
Skills Training                477,570           (16,306)             -            461,264       
                          --------------   --------------  --------------   -------------- 
Total for segments             689,943           (95,226)             -            588,717       
                              ========           ========       ========                     
Group items:                                                                       
Unallocated corporate                                                             (138,395)     
Total for Group                                                                    450,322       
Year to 31 March 2011         Reported       Amortisation   Impairment of         Segmental
                             Segmental        on Acquired        Goodwill         Operating
                             Operating         Intangible                     Profit/(Loss)
                                Profit             Assets                              
Vocational Training            372,013          (157,840)      (400,000)          (185,827)     
Skills Training                786,662           (16,306)    (1,550,000)          (779,644)     
                         --------------   --------------   --------------    --------------
Total for segments           1,158,675          (174,146)    (1,950,000)          (965,471)     
                              ========          ========       ========                     
Group items:                                                                       
Unallocated corporate                                                             (291,347)     
Total for Group                                                                 (1,256,818)   

All income is derived from the United Kingdom.

3 Earnings per share

The  calculation  of  basic  earnings per share is based on the earnings attributable to ordinary 
shareholders divided by the weighted number of shares in issue during the period.

Diluted earnings per share are calculated by adjusting the weighted average  number  of  ordinary 
shares  for  the  conversion  of  all  dilutive  potential ordinary shares. Options granted under 
Employee Share Schemes dilute the earnings per share by increasing the weighted average number of 
shares without changing net profit.

To understand the underlying trading performance, the  directors feel it  appropriate to disclose 
earnings per share before and after adjusting for the amortisation of intangible  assets acquired 
on acquisition of subsidiaries. The  calculation of adjusted earnings per share is set out below:

                                               6 months         6 Months             Year
                                                  ended            ended            ended
                                              September        September            March
                                                   2011             2010             2011
Earnings                                              £                £                £            
Earnings attributable to ordinary               133,615          314,419       (1,458,178)  
Amortisation of acquired intangible              88,253           95,226          174,146      
Taxation impact amortisation of                 (22,946)         (26,544)         (52,856)     
acquired intangible assets                                                      
Impairment of goodwill                                -                -        1,950,000    
                                          -------------     -------------     -------------
Adjusted profit on ordinary activities          198,922          383,101          613,112      
after tax                                                                      
                                                =======          =======          =======      
Number of shares                                 Number           Number           Number       
Weighted average number of shares                                               
for basic earnings per share                 35,772,543       20,520,000       23,743,293   
Potential dilutive effect of employee           496,794                -          119,648      
share schemes                                                                   
                                           -------------   -------------    -------------
                                             36,269,337       20,520,000       23,862,941   
                                             ==========       ==========       ==========      
Earnings per share                                Pence            Pence            Pence        
Basic earnings per share                           0.37             1.53           (6.14)       
Diluted earnings per share                         0.37             1.53           (6.11)       
Adjusted earnings per share                        0.56             1.86            2.58         
Adjusted diluted earnings per share                0.57             1.86            2.57         

The calculation of adjusted basic earnings per share is set out below:

                                                6 months        6 Months            Year
                                                  ended            ended            ended
                                              September        September            March
                                                   2011             2010             2011
                                                  Pence            Pence            Pence        
Basic earnings per share                           0.37             1.53           (6.14)       
Amortisation of acquired intangible                0.25             0.46            0.73         
Taxation impact amortisation of                   (0.06)           (0.13)          (0.22)       
acquired intangible assets                                                       
Impairment of goodwill                                -                -            8.21         
                                          -------------     -------------    -------------
Adjusted basic earnings per share                  0.56             1.86            2.58         
                                                 =======         =======          =======      

4 Share capital

The Company has one class of Ordinary shares which carry equal voting rights and no right to 
fixed income.

                                                           Number              £             
Ordinary shares of 10p each                           100,000,000      10,000,000    
                                                      ===========        ========      
                                                           Number              £             
Allotted, called up and fully paid                                              
Ordinary shares of 10p each                                                     
At 1 April 2010 & 30 September 2010                    20,520,000       2,052,000     
Placing shares 7 December 2010                          7,560,000         756,000       
Placing shares 14 February 2011                         5,464,538         546,454       
Placing shares 28 February 2011                         1,741,666         174,166       
                                                     ------------      ----------
At 31 March 2011                                       35,286,204       3,528,620     
Allotted 6 April 2011 on acquisition of BDTS              500,000          50,000        
                                                    -------------      ----------
At 30 September 2011                                   35,786,204       3,578,620     
                                                      ===========        ========      

5 Acquisition BDTS Limited

On  6  April 2011 the  Company  acquired  100% of the issued share capital of BDTS Limited  which 
provides government sponsored vocational training. The acquisition was satisfied by  way  of cash 
consideration and the issue of 500,000 ordinary shares of 10p.

The cash consideration was paid from existing cash resources.

The  consideration  shares  were  valued  at fair value of 18p per share at date of  acquisition.

The transaction has been accounted for by the purchase method of accounting.

The fair value adjustments contain provisional amounts which will be finalised in the  accounting 
period ending 31 July 2012. This includes the valuation of intangible assets and related deferred 
tax effect.

The  intangible  assets  identified  on  the acquisition of BDTS Limited represent the Directors' 
estimate of the fair value of customer  contracts at  acquisition. Residual  goodwill  represents 
items  that cannot be individually separated and measured due to their natures. This includes the 
value associated with BDTS Limited' workforce and delivery model, systems and processes.

Fair Values

The provisional book and fair values of the assets and liabilities acquired
were as follows:

                                         Book Value         Fair Value         Fair Value  
                                                  £                  £                  £             
Intangible assets                                -             140,000            140,000       
Tangible assets                             13,686              (7,042)             6,644         
Trade and other receivables                105,521                   -            105,521       
Bank balances and cash                   1,330,998                   -          1,330,998     
Trade and other payables                   (48,139)            (13,113)           (61,252)      
Provisions                                       -              (5,240)            (5,240)       
Current tax liabilities                    (39,342)             (6,966)           (46,308)      
Deferred tax liabilities                    (1,945)            (35,032)           (36,977)      
                                     --------------      --------------     --------------
                                         1,360,779              72,607          1,433,386     
                                          ========            ========                     
Goodwill                                                                          474,047       

Satisfied by:                                                                          £             
Cash                                                                           1,817,433     
Shares                                                                            90,000        

The outflow of cash resulting from the acquisition is as follows:

Cash                                                                           1,817,433     
Acquisition costs - expensed through                                              20,548        
profit & loss                                                                  
Cash and cash equivalents acquired                                            (1,330,998)   

6 Dividends

The directors do not recommend payment of a dividend.

The consolidated interim financial statements for the six months to 30 September 2011 will 
be posted to shareholders.

Copies of the consolidated interim financial statements may be  obtained from  the Company 
Secretary,  Woodspeen  Training  Group plc, 32  Wingate Road, Hammersmith, London  W6 0UR, 
the Company's website or from the PLUS Markets Group website.

The directors of Woodspeen Training Group plc take responsibility for this announcement.


Woodspeen Training Group plc                Si Hussain                    0786 283 7437

                                            Lynn Chandler                 07932 753 799

Corporate Advisor
St Helens Capital Partners LLP              Oliver Cooke                  020 7368 6959

Fairfax I.S. PLC                            Ewan Leggat/Laura Littley     020 7598 5368

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