RNS Number:0738X
Gyrus Group PLC
30 March 2004

                                                                    NEWS RELEASE


                                                                   30 March 2004


                             Gyrus Group PLC

                 Underlying Profits at Gyrus Rise 19%


Gyrus Group PLC ("Gyrus" or "the Group"), a leading supplier of medical devices
which reduce trauma and complications in surgery, today announces its
preliminary results for the year ended 31 December 2003.


Financial Highlights

  * Group revenues, up 7% (14% on a constant exchange rate basis), to #78.1m
    (2002: #73.3m*)
  * Underlying profit before tax and goodwill amortisation (PBTA) up 19% to
    #8.1m (2002: #6.8m*), despite weakness of US Dollar
  * Adjusted EPS** rises 25% to 9.6p (2002: 7.7p)
  * Strong operating cash flow of #7.9 million before making acquisitions for
    cash of #5.0 million


*   Excluding the drapes business sold in 2002

** Before goodwill amortisation, deferred tax credit and exceptional items



Operating Highlights

  * Installed base of generator placements rises by 53% to 2725 (2002: 1785)
  * Surgical Division US sales up 33%, assisted by launch of Open Forceps and
    SuperPulse
  * ENT Division delivers 8% increase in US revenues despite loss of
    reimbursement on certain Somnoplasty procedures
  * European sales organisation boosted by Q4 2003 acquisitions which are
    performing well



Commenting on the results, Brian Steer, Executive Chairman, said today:

"Gyrus' transition from a research and development based operation to a
commercially orientated and profitable medical technology company was
substantially completed in 2003.  We benefited from the successful launch of a
number of new products and we were delighted with the increase in underlying
profitability, despite the impact of the weaker US Dollar.

"With a strengthened management team and a clear shape and structure to the
business, we are confident in our ability to achieve our targets of high-teens
underlying revenue growth and improved profitability in the medium-term."


Enquiries:

Gyrus Group PLC                                             On 30 March 2004:
Brian Steer, Executive Chairman                             Tel: 0207 831 3113
Simon Shaw, Chief Financial Officer                         Tel: 0207 831 3113

Financial Dynamics
David Yates / Ben Atwell                                    Tel: 0207 831 3113


A meeting for analysts will be held at the offices of Financial Dynamics,
Holborn Gate, 26 Southampton Buildings, London WC2A 1PB at 10am.  Please call Mo
Noonan on 020 7269 7116 for further details.



CHAIRMAN'S STATEMENT


Overview


Gyrus has now established itself as a significant, profitable international
medical technology company with a broad portfolio of leading products centred on
our core proprietary PK technology. The technology we started with in 1995,
remains a substantial and growing part of the Group which we have built through
six acquisitions in the last four years. The Group now has clear shape for the
future with a single Gyrus culture and three Global Business Divisions, being:


  *   ENT (comprising Head and Neck, Otology and Sinus and Rhinology);

  *   Surgical (comprising Urology, Gynaecology and General Surgery); and

  *   Partnered Technologies (Gyrus' indirect sales via third parties).


The consolidation, in 2003, of our North American sales forces is now partnered
with our International team to create a world-class sales organisation in our
chosen sectors. This  will enable us to achieve our target of an underlying
revenue growth rate in the high teens.

In 2003 we introduced a number of important new products that will continue to
increase our market share, including Fasterplasty (Head and Neck), SuperPulse
(Urology) and Open Forceps (Gynaecology).  Each of these is set to contribute
significantly to our 2004 growth.  We now have a broad product portfolio, with
our proprietary technology at its core, which addresses multiple and growing
markets.

The weakness of the US dollar tested our ability to continue to deliver value in
pounds sterling given that 85% of our business is transacted in US dollars,
predominantly through our US subsidiaries.  Despite this, we were able to grow
our overall revenue at 6.6% on continuing operations, which represents an
underlying rate of 14% in local currency.  Our achievement of a 19% improvement
in sterling profitability on continuing operations led to adjusted EPS (pre-
goodwill, deferred tax credits and exceptional items) growth of 25% to 9.6p
compared with 7.7p in 2002.


Financial Review

Our reported results for the year in sterling showed revenue growth of 6.6% to
#78.1 million (2002: #73.3 million, excluding the drapes business sold in 2002).
The gross margin weakened slightly to 59.3% (2002: 61%), predominantly as a
function of the currency effect on margins in the Partnered Technologies
Division. This was offset by strong management focus and the effect of currency
depreciation on translated US operating expenses, which resulted in operating
profit (EBITA) improving 13% to #9.4 million (2002: #8.3 million).

The Group's profitability, on the measure of Profit Before Tax and Amortisation
of goodwill ("PBTA"), improved substantially, rising 19% to #8.1 million (2002:
#6.8 million on continuing operations). This profit performance helped to ensure
that Gyrus generated strong cash flow of approximately #7.9 million (2002: #4.6
million cash outflow) before making acquisitions for cash (including licences)
totalling approximately #5 million.


Business Review

Our direct sales business is focused within the ENT and Surgical Divisions and
our indirect business, comprising various out-licence and product supply
contracts, is collectively managed under our Partnered Technologies Division.
In each case our mission is to provide the surgeon with a portfolio of products
enabling him to perform a less traumatic procedure more quickly and offering a
better patient outcome, often allowing the patient to return home within 24
hours.

In many cases our products constitute a system, which will address the specific
procedure and be driven by a generator.  The generator becomes a workstation as
new products and new procedures are added.  To expedite the placement of
generators in our direct businesses, these have been placed free of charge where
appropriate.  In the energy-based sectors of the business the number of
generators placed is a clear driver of our revenue. As the figures below
demonstrate, we have increased the installed base of generators, and thereby the
revenues from disposable instruments, in both Surgical and ENT Divisions
substantially in 2003:


Installed Generator Base

                                           Surgical*                        ENT                  Total
2002          618                       1167                   1785
2003                                            1083                       1642                   2725
% Increase                                       75%       41%                    53%



Disposable Instrument Revenues

$'m                                        Surgical*                        ENT                  Total
2002                                             8.1            9.9                   18.0
2003                                            15.6                       12.3                   27.9
% Increase                                       93%                        24%                    55%



*includes PK systems only


The market drivers of our business and the perceived value of our products
continue to be underpinned by the following factors:

*   Patient expectations - to spend the least possible time in hospital, look 
    for an early return to work and normal activities with relief from chronic
    diseases or conditions.

*   Surgical expectation - surgeons will use products which reduce operative 
    time, cause minimal trauma and demonstrate better patient outcomes

*   Economic pressures - day case surgery reduces hospital costs

*   Demographics - many of our products treat disease conditions of an
    ageing population

As a result, our portfolio continues to expand, addressing some of the fastest
growing markets in surgery.  We offer the urology surgeon a range of products
capable of treating conditions of the prostate and bladder.  For women's health
care, laparoscopic removal of the uterus utilising our products offers an
attractive alternative to open hysterectomy.  Each of these procedures can be
performed as day cases.

The rise in sinus conditions presents opportunities for our Diego system, which
offers a shorter procedure time and better patient outcomes.  High frequency
hearing loss, often seen in the younger patient, also presents a significant
opportunity for RetroX, which has demonstrated outstanding performance
characteristics together with cosmetic appeal.

Growth will come from our ability to take market share in some ofthe
fastest-growing sectors of surgery through the continued introduction of
innovative new products with benefits to both surgeon and patient.  This focus,
coupled with an outstanding global sales and marketing structure, will ensure
the achievement of our goals.

Our commitment to achieve profit growth at a rate in excess of sales growth
reflects our confidence in the programmes to maintain high quality standards and
regulatory approval, whilst improving margins.  Management will continue its
efforts to improve the operating efficiency of the business.


Business Unit Performance

A brief overview of each Global Business Unit is discussed below.  Since the
effect of currency depreciation masked the underlying performance of each
business unit, comparisons are made in the billing currency.


Analysis Of Group Revenues


                                           Area*       Currency     2002**          2003           Growth

Gynaecology                                   US             $m       19.6          26.2              34%
                                             Int             #m        1.8           2.1              17%
Urology                                       US             $m        2.0           2.8              40%
                                             Int             #m        1.8           1.4             -22%
General Surgery                               US             $m        1.7           2.0              18%
                  Int             #m        3.0           2.8              -7%

Surgical Total                                US             $m       23.3          31.0              33%
                                             Int       #m        6.6           6.3              -5%

Otology                                       US             $m       22.3          23.3               4%
                                             Int             #m        2.7           3.0    11%
Sinus & Rhinology                             US             $m        8.0          12.6              58%

                                             Int             #m        1.8           1.7              -6%
Head & Neck           US             $m       12.2           9.8             -20%
                                             Int             #m        1.4           2.4              71%

ENT Total**                                   US           $m       42.5          45.7               8%
                                             Int             #m        5.9           7.1              20%

Partnered Technologies                       n/a             $m       20.5          21.5        5%

                                             n/a             #m        2.9           4.5              55%




* US =North American Free Trade Area, Int= World ex. NAFTA

** Excludes revenue from the Drapes business sold in 2002


Surgical Division

The Surgical Division has continued to deliver significant growth in 2003
recording a 33% increase in direct sales in the US of $31 million (2002: $23.3
million). International sales decreased by 5% to #6.3 million (2002: #6.6
million) as a result of de-stocking by certain distributors. The Division
creates its competitive advantage through the PK Tissue Management System, which
consists of a generator and separate disposable instruments maximizing the
surgeon's ability to cut and coagulate across a wide range of tissue types and
conditions.  2003 results were driven by continued success in cutting forceps
and the launches of PK Seal (Open Forceps) and SuperPulse during the year. This
latter product represents an opportunity to make the Urology business a more
significant part of the Division as a whole.  Driving growth here will be a core
focus for 2004.


ENT Division

The ENT Division increased US revenue by 8% to $45.7 million (2002: $42.5
million, on a like-for-like basis). International sales grew by 20% to #7.1
million (2002: #5.9 million), including the European acquisitions of Entermed
and Explorent in the fourth quarter of 2003. The US performance displays the
resilience of the ENT Division, which suffered a 20% fall year-on-year in its
Somnoplasty-based Head and Neck business revenues through the removal of
reimbursement for certain core procedures. This fall has been successfully
stabilised pending the anticipated resumption of reimbursement in 2005. The
remainder of the ENT Division's US sales grew by 18%, driven by the strong
uptake of the Diego Microdebrider system in the Sinus and Rhinology business and
by the launch of the RetroX hearing enhancement system in the second half of the
year.


Partnered Technologies Division

The Partnered Technologies Division consists of technology development,
out-licence and supply relationships with Johnson & Johnson (DePuy Mitek,
Ethicon Endo-Surgery and Gynecare), C R Bard and Guidant for arthroscopic,
endosurgical, hysteroscopic, GI and cardiovascular surgery. Development and
manufacturing is carried out in both our Cardiff and Minneapolis manufacturing
plants. By using the out-licensed partner route the Group is able to exploit its
technology platforms outside its core direct markets of Surgical and ENT, where
we believe our partners are best placed to maximise market share.

The strength of our proprietary technology and assorted intellectual property is
evident from the quality of our partners and underpins the performance of this
Division.

Sterling reported revenues in the Partnered Technologies Division grew 6% to
#17.7 million (2002: #16.7 million). Declines in the US manufactured business
were offset by significant double digit growth in the UK-manufactured DePuy
Mitek product range through the successful launch of a number of new products.


Research and Development

In 2003 Gyrus invested #6.5 million (2002: #7.9 million) in new product research
and development and invested #0.7m acquiring licences to new technologies (2002:
nil).  2003 saw several key new products developed and launched including:


  * PK Seal (Open Forceps) for the gynaecology, urology and general surgery
    market sectors


  * PK SuperPulse generator platform, a urology workstation


  * Fasterplasty, a faster version of our TCRF Somnoplasty technology for the
    Head & Neck market, and


  * Low Profile Suction (LPS) and Large Diameter Suction (LDS) electrodes for
    the arthroscopic market sector for our marketing partner Depuy Mitek.


R&D remains an important driver of future growth and we are committed to
ensuring our investment is focused and relevant to the needs of our business.


Management

During the year, we have progressively aligned the Board and management to the
evolving needs of the business.  In September we announced a number of changes
to the management structure.  In recognition of the maturing of the business,
Mark and Colin Goble, co-founders of Gyrus, felt able to withdraw progressively
from front-line management.  It is intended that Mark Goble will become a
non-executive Director effective from 30 June 2004, having developed a business
plan to commercialise externally in partnership with the Group, Plasmakinetic II
which is our skin re-generation technology targeted at the cosmetic surgery
market.  Colin Goble continues to be active in his technology research role and
will, over time, reduce his involvement with the company to a part time role.

Although neither Mark nor Colin will move out of the company completely, the
Board would like to recognise the outstanding contribution they have made to
establishing Gyrus as a significant and profitable international business. Their
entrepreneurial vision and their understanding of the clinical potential of
radio frequency technology has placed Gyrus at the leading edge of this area of
the medical devices industry. I am delighted that we will continue to benefit
from their knowledge and experience in the future.

As part of the management changes, Tom Murphy resigned from the Board as Finance
Director and returned to the US to rejoin the business from which he came,
taking the role of President and CEO of the Surgical Division.  This move became
effective on 1 January 2004.

Simon Shaw was appointed Chief Financial Officer on 1 October 2003 and became a
Board Director on 1 January 2004.  Roy Davis stepped down from his position as a
Non-Executive Director to become Chief Operating Officer on 1 October 2003.


Outlook and Conclusion

We have made a good start to 2004 and, despite the weaker US dollar, we are
trading in line with our expectations. Each of our business divisions is
positioned for continued strong revenue growth on a local currency basis.  Our
increased operational focus is expected progressively to improve operating
margins in the future, through efficient use of resources and continued tight
cost controls.

Although movements in the dollar are outside management's control we remain
focused on building a strong, profitable and valuable business. We expect the
new products launched in 2003 to further improve the Group's performance in
2004. Management is confident in its ability to achieve underlying growth in
sales in the high teens and will continue the progression towards our target of
an EBITA margin of 20% in the medium term.




Brian L Steer
Executive Chairman




ConsolidatedProfit and Loss Accounts

                                                                              Year               Year
                                                                             ended              ended
                  31 December        31 December
                                                                              2003               2002


                                                             #000               #000

Turnover                                                                    78,132             75,008

Cost of sales                                                             (31,795)           (29,268)
 _____              _____
Gross profit                                                                46,337             45,740
Gross profit % (gross profit / turnover)        59.3%              61.0%

Selling and distribution expenses                                         (22,001)           (21,003)
Research and development expenses                                          (6,467)           (7,899)
General and administrative expenses
  - before goodwill amortisation                                           (8,440)            (8,538)
  - goodwill amortisation                                                  (6,682)            (6,632)
_____              _____
Total general and administrative expenses                                 (15,122)           (15,170)
                                               _____             _____
Operating profit
  - before goodwill amortisation                                             9,429              8,300
  - goodwill amortisation                                                  (6,682)            (6,632)
                                                                             _____              _____
Operating profit                                                             2,747              1,668
                     _____              _____

Profit on sale of business operation                                             -              1,983
                                                                  _____              _____
Profit on ordinary activities before interest and taxation                   2,747              3,651
                                                                             _____              _____

Interestreceivable                                                             64                 30
Interest payable and similar charges                                       (1,398)            (1,563)
                                                       _____              _____
Interest payable and similar charges                                             0
Profit on ordinary activities before taxation                                1,413              2,118
Taxation credit / (charge)                                                   4,544               (83)
                                                                            ______              _____
Profit on ordinary activities after taxation                     5,957              2,035
                                                                             _____              _____
Earnings per ordinary share
Basic                                                                         7.2p 2.5p
                                                                             _____              _____
Diluted                                                                       7.1p               2.4p
                           _____              _____
Adjusted basic, excluding goodwill amortisation, profit on                    9.6p              7.7 p
ale of business operation and deferred tax credit
                       _____              _____
                                                                              #000               #000

Profit before tax, goodwill amortisation and profit on sale of      8,095              6,767
business operation



Consolidated Statement of Total Recognised Gains and Losses

                                                                              Year              Year
                           ended             ended
                                                                       31 December       31 December
                                                                            2003              2002
                                                                              #000              #000

Profit on ordinary activities after taxation                                 5,957             2,035
Currency translation differences arising on foreign currency               (2,860)           (2,795)
net investments
Share related awards                                                             9                62
Total recognised gains and losses relating to this year                      3,106             (698)
Prior year adjustment                                                            -             1,200
Total gains and losses recognised since last annual report                   3,106               502
_____             _____


Consolidated Balance Sheets

                                                                              Group            Group
              As at            As at
                                                                        31 December      31 December
                                                               2003             2002
                                                                               #000             #000

Fixed assets
Intangible assets                                                           118,971          120,528
Tangible assets                                                              12,097           14,134
                                                                              _____            _____
                                           131,068          134,662

Current assets
Stocks                                                                       16,814           18,767
                                                                          _____            _____
Debtors - due within one year                                                14,243           13,369
Deferred tax asset                                                            6,160            1,526
                     _____            _____
Debtors                                                                      20,403           14,895
Cash at bank and in hand                                              5,392            3,021
                                                                              _____            _____
                                                                             42,609           36,683

Creditors: Amounts falling due within one year                             (11,221)         (10,732)
                                                                              _____            _____
Net current assets                                              31,388           25,951
Total assets less current liabilities                                       162,456          160,613
Creditors: Amounts falling due after more than one year                    (19,448)         (20,825)

Net assets                                                                  143,008          139,788
                                                                              _____            _____

Capital and reserves
Share capital                     2,156            2,154
Share premium account                                                       151,971          151,859
Merger reserve                                                                3,8603,860
Profit and loss account                                                    (14,979)         (18,085)
                                                                              _____            _____
Equity shareholders' funds    143,008          139,788
                                                                              _____            _____



Reconciliation of Movements in Shareholders' Funds

                   Year              Year
                                                                              ended             ended
                                                                  31 December       31 December
                                                                               2003              2002
                                                                               #000              #000

Profit for the year                                                           5,957             2,035
Issue of shares (net of expenses)                                               114                82
Share related awards                                   9                62
Loss on foreign currency translation                                        (2,860)           (2,795)
                                                                              _____             _____
Net addition / (reduction) to shareholders funds                              3,220             (616)
Opening shareholders funds                                                  139,788           140,404
                                              _____             _____
At end of year                                                              143,008           139,788
                                                                              _____          _____



Consolidated Cashflow Statements
                                                                               Year              Year
                                                                              ended             ended
                                                                        31 December       31 December
                                                                               2003              2002
                                            #000              #000

Net cash inflow from operating activities                                    12,959             3,932

Returns on investment and servicing of finance
Interest received                      64                30
Interest paid                                                               (1,221)           (1,365)
Interest element in finance lease rentals                                      (31)   (52)
                                                                              _____             _____

Net cash flows from returns on investments and servicing of                 (1,188)           (1,387)
finance

Taxation
Tax paid                                                                      (418)              (83)
Research and development tax credit received                                    130                 -
                                                      _____             _____
Net cash (outflow) from taxation                                              (288)              (83)

Capital expenditure

Purchase of intangible fixed assets                                         (722)                 -
Purchase of tangible fixed assets                                           (3,538)           (7,074)
Proceeds of sale of tangible fixed assets of business operation                   -                35
sold
              _____             _____
Net cash (outflow) from capital expenditure                                 (4,260)           (7,039)

Acquisitions / Disposals
Purchase of subsidary undertakings(4,258)                 -
Net cash acquired with subsidaries                                              133                 -
Net cash from sale of business operation                                         -             2,700
                                                                              _____             _____
Net cash (outflow)/ inflow from acquisitions and disposals                  (4,125)             2,700

Cash inflow / (outflow)before financing                                      3,098           (1,877)
                                                                              _____             _____


Financing
Capital element of finance lease rental payments       (169)             (161)
Bank loan                                                                   (1,612)             2,595
Issue of share capital                                                          114                82
                                                                              _____             _____

Net cash (outflow) / inflow from financing                                  (1,667)             2,516
                                            _____             _____

Increase in cash in the year                                                  1,431               639
                                                                              _____      _____



Reconciliation of Net Cash Flow to Movement in Net Debt

                                                                             Year              Year
                                                                         ended             ended
                                                                      31 December       31 December
                                                                             2003              2002
                       #000              #000

Increase in cash in the period                                              1,431               639
Cash outflow / (inflow) from decrease / (increase) in debt and          (1,361)           (2,434)
lease financing
                                                                            _____             _____

Changes in net funds / (debt) resulting from cash flows                     2,792           (1,795)
Inception of new finance leases                                             (160)              (42)
Translation difference                                                      (179)                 -
Changes in net debt                                   2,453           (1,837)
Net debt at beginning of period                                          (17,924)          (16,087)
                                                                            _____             _____

Net debt at end of period                                                (15,471)          (17,924)
                                                                            _____             _____



Analysis of Net Debt
                         Year             Year
                                                                              ended            ended
                                                                        31December      31 December
                                                                               2003             2002
                                                                               #000             #000

Cash at bank and inhand                                                      5,392            3,021
Bank overdraft                                                              (1,247)            (128)
                                                                    _____            _____
                                                                              4,145            2,893

Debt due within one year                                                      (420)                -
Debt due after one year                                                    (18,888)         (20,500)
Finance leases                                                                (308)            (317)
                                                              _____            _____

Net debt                                                                   (15,471)         (17,924)
                                                                              _____            _____


Reconciliation of Operating Profit to Cash Flow From Operating Activities


                                                                              Year ended         Year ended
                                                                    31 December        31 December
                                                                                    2003               2002
                                                                                    #000               #000

Operating profit                                                                   2,747              1,668
Goodwill amortisation                                                              6,682              6,632
Licenses and patents amortisation                                                    126                 80
Depreciation charges                                                               3,997              3,294
Loss on disposal of fixed assets                              236                112
Decrease / (increase) in stocks                                                    2,269            (6,551)
(Increase) in debtors                                                              (493)         (58)
(Decrease) in creditors                                                          (2,614)            (1,307)
Share related awards                                                                   9                 62
                       _____              _____

                                                                                  12,959              3,932
                                                        _____              _____



Notes to the Financial Information


1. Basis of preparation

The financial information set out above does not constitute the company's
statutory accounts for the years ended 31 December 2002 or 2003. The financial
information for 2002 is derived from the statutory accounts for 2002 which have
been delivered to the registrar of companies. The financial information for 2003
has been prepared under the same accounting policies as those used in 2002. The
auditors have reported on the 2002 accounts; their report was unqualified and
did not contain a statement under section 237 (2) or (3) of the Companies Act
1985. The statutory accounts for 2003 will be finalised on the basis of the
financial information presented by the directors in this preliminary
announcement and will be delivered to the registrar of companies following the
company's annual general meeting.


2. Segmental Information

                                   Year                Year
                                                                            ended               ended
                                                                      31 December 31 December
                                                                             2003                2002

Turnover by Destination                                                      #000                #000

North America         56,048              58,450
United Kingdom and rest of Europe                                          19,647              11,707
Rest of World                                                        2,437               4,851
                                                                            _____               _____
                                                                           78,132              75,008
             _____               _____

By origin

North America                                                              53,571              61,389
United Kingdom and rest of Europe            24,561              13,619

                                                                            _____               _____
                                                                           78,132         75,008
                                                                            _____               _____


3. Acquisitions

On 1 September 2003, the Group acquired 100% of the share capital of Entermed
B.V., Entermed B.V.B.A and EntermedFZC Limited for total consideration of
#1,545,000 satisfied by cash and deferred cash consideration.

On 1 November 2003, the Group acquired 100% of the share capital of Explorent
GmbH for #4,017,000 satisfied by cash and deferred cash consideration.


                                             Book value and provisional fair value to Group

                               Entermed B.V. Entermed B.V.B.A. Entermed FZC Ltd     Explorent        Total
                                          GmbH
                                        #000              #000             #000          #000         #000
Intangible fixed assets                   54                 -                -             -           54
Tangible fixed assets                     67                 5                3            66          141

Stocks                                   868                10               23           257        1,158
Debtors            617                71              363           411        1,462
Net cash at bank and in hand         (1,119)                34               90           708        (287)
Creditors                              (390)            (145)            (366)         (495)      (1,396)
Other Creditors                         (71)               (6)              (9)           (5)         (91)
                                       _____             _____            _____         __________
Net assets/liabilities                    26              (31)              104           942        1,041
Goodwill                               1,346               100                -         3,075        4,521
                      _____             _____            _____         _____        _____
                                       1,372                69              104         4,017        5,562
                                       _____             _____            _____         _____        _____
Satisfied by
 cash                                    420                69              104         3,665        4,258
 deferred consideration                  952                 -                -   352        1,304
                                       _____             _____            _____         _____        _____
                                       1,372                69              104         4,017        5,562
           _____             _____            _____         _____        _____


The Directors believe that there was no material difference between the book
value and the provisional fair value of the assets and liabilities acquired.


4. Earnings per share


Earnings per share are calculated on the following profits and numbers of
shares:

                                                                     Year            Year
                                         ended           ended
                                                              31 December     31 December
                                                                     2003            2002
                     #000            #000

Basic earnings for the year                                         5,957           2,035

Profit on sale of business operation                                    -         (1,983)

Goodwill amortisation                                               6,682           6,632

Deferred taxation credit                                          (4,634)           (326)
                                                                _____            ____
Earnings for the year excluding profit on the sale of               8,005           6,358
business operation, goodwill amortisation and deferred
taxation credit


Weighted average number of shares for basic earnings per  83,251,136      82,987,572
share
                                                                    _____           _____
Weighted average number of shares for diluted earnings         83,583,612      83,524,513
per share
                    _____           _____



5. Taxation and deferred taxation


Analysis of credit/(charge) for the year:
                                                                              Year ended      Year ended
                                                                             31 December       31 December
                                                                                    2003              2002
                       #000              #000
Current tax
UK corporation tax credit on profit for the year                                       -                 -
Adjustments in respect of previous periods     130                 -
                                                                                   _____             _____
                                                                                    130                 -
Foreign tax on profits for the year                                                (308)             (409)
Adjustments in respect of previous periods                                            88                 -
             _____             _____
                                                                                   (220)             (409)
                                                  _____
Total current tax charge                                                            (90)             (409)
                                                                                   _____             _____


Deferred tax
Origination/reversal of timing differences                                         4,634               326
                                                                                   _____             _____
Tax credit/(charge) on profit on ordinary activities                               4,544              (83)
                                                                                   _____             _____




Analysis of deferred taxation:
             Group
                                                                                              Deferred Tax
                                                  2003
                                                                                                      #000

At beginning of year                                                                 1,526
Credit to profit and loss account in year                                                            4,634

At end of year                                                                                       6,160
            _____
The elements of deferred taxation are as follows:
                                                                                   Group             Group
                                                                       Asset/(liability) Asset/(liability)
                                                                                    2003              2002
                                   #000              #000
Difference between accumulated depreciation and amortisation and                   (665)             (350)
capital allowances
Accrued interest                                    490             2,000
Other provisions and timing differences                                              715             1,000
Tax losses                                                                        17,905 17,850
Total potential net deferred tax asset                                            18,445            20,500
Less: provision for recoverability                                              (12,285)          (18,974)
                  _____             _____
Net deferred tax asset recognised                                                  6,160             1,526
                                                       _____             _____
Deferred tax asset recognised                                                      6,825             1,876
Deferred tax liability                                                             (665)    (350)
                                                                                   _____            ______
Net deferred tax asset recognised                                                  6,160             1,526
                     _____            ______


The #4.634 million credit in respect of deferred taxation reflects an increase
in the estimated recoverability of past losses, as a result of the Group's
longerand ongoing profitable trading history.  No provision is now held against
the deferred tax asset arising from accumulated trading losses in the UK. The
provision for recoverability relates solely to the deferred tax asset arising
from past losses inthe US that are not expected to be utilised within five
trading years.


6. Dividend

The directors do not recommend the payment of a dividend.


7. Approval

This statement was approved by the Board of Directors on 29th March, 2004.


8.Copies of the Statement

Copies of this statement will be sent to all shareholders and further copies are
obtainable from the Company's registered office, Fortran Road, St. Mellons,
Cardiff CF3 OLT.



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

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