RNS Number:2198Z
Hampton Trust  PLC
29 July 2002

HAMPTON TRUST PLC ("the Company")


29 July 2002


PRELIMINARY RESULTS FOR THE YEAR TO 31 MARCH 2002


CHAIRMAN'S STATEMENT


The focus of your Board's activity during the year has been to complete the work
started last year in terms of restructuring your Group's complicated prior
charge structures. Specifically, I refer to the 10.5 per cent. First Mortgage
Debenture Stock 2025 ("Debenture"), the 5.5 per cent. Cumulative Preferential
Shares ("Prefs") and to the 8.5 per cent. Convertible Unsecured Loan Stock 2020
("CULS").


As reported in the interims, we successfully purchased for cancellation
approximately 46 per cent. of the Group's Debenture, amounting to £46.1 million
at nominal value, and replaced it with revolving credit facilities with the Bank
of Scotland at an interest rate which reduces the cost of borrowing by £2.4
million per annum. Following such cancellation we are now actively pursuing
private treaty negotiations with the majority of the remaining Debenture
holders, which if completed, should see a further reduction in the Company's
cost of borrowing. The combined effect, at current base rates, would amount to
an interest cost saving of approximately £5 million per annum.


A class meeting of the CULS was held on 24 December 2001 and resulted in the
passing of a resolution to remedy a breach of covenant that had existed last
year. Additionally, we took the opportunity at that meeting to pass a resolution
to purchase stock with a nominal value of approximately £504,000, at a price of
60p per unit. We will continue to explore the opportunity provided by the
difference between the market price and nominal value of this issue to
repurchase further Stock for cancellation.


You will appreciate that we have had to pay a net premium for the redemption of
the Debenture and this has given rise to exceptional 'one off' cancellation
payments which, together with the related legal and professional costs, have
this year totalled £2.9 million. These are highlighted separately on the face of
the Profit and Loss account. We expect to charge a similar premium in the first
six months of the current financial year on the further purchase being pursued,
as noted above. However, this will see the end of it, and the benefits of the
interest savings will then become evident.


During the course of the year we have brought the out-sourced property
management function back in-house, and established a new property management and
accounting team in our Liverpool office after closing down a similar operation
in London. This has already resulted in a reduction in overheads and in an
improved rent collection performance. We strongly believe that by directly
controlling the day-to-day management of the properties we can strengthen the
relationship with our tenants to realise further opportunities to improve
portfolio performance. However, this reorganisation has led to further one-off
exceptional costs of £1.2 million.


The exceptional reorganisation costs and net premiums on redemption totalling
£4.1 million have accumulated in the Profit and Loss account, which shows a loss
before taxation of £11.1 million compared to £7.2 million for 2001. This has led
to a lack of distributable earnings preventing the payment of the second
instalment of the dividends on the Prefs, amounting to £239,000. This unpaid
dividend has been charged through the Profit and Loss account. Should we be
successful in buying-in the remainder of the Debenture, we will apply to the
Court to reduce the deficit of the Profit and Loss account, which would enable
us to resume dividend payments and to pay the cumulative total that is currently
outstanding.


Our tax advisers continue to negotiate with the Inland Revenue over repayment of
the sums due to them, relating to prior years' Debenture interest withholding
tax amounting to £13.75 million plus accrued interest. A formal agreement has
not yet been reached, however the Directors believe, based on discussions with
the Inland Revenue to date, that the current accrual is sufficient to cover the
expected outcome of these negotiations. I shall keep shareholders informed as to
the final repayment schedule.


The Group's property investment and management teams have had a productive year.
We have disposed of £13.6 million of property, including the Greywell Shopping
Centre in Havant for £7.3 million.


The sale proceeds have been used to repay debt and to invest £2.1 million in the
purchase of properties in Cosham and Folkestone. The total value of the
portfolio has not altered significantly since the end of the last financial
year. However I am pleased to report that the total rental income has reduced
only slightly to £13.8 million for the year from £13.9 million for the previous
year, despite the disposals referred to above.


This portfolio has continued to be managed by David Diemer and his team. In
recognition of his good efforts and the continued importance of the investment
and management teams to the Group, we invited David to join the Board of the
Company with effect from 31 January 2002. He initially joined the Company as a
property manager in 1997, progressing to property portfolio manager within four
years and is now in charge of investments and asset management for the Group.
Prior to David joining Hampton Trust, he had been a senior management surveyor
at Hunting Gate Limited and a commercial management surveyor at Conrad Ritblat.


Shareholders will recall that in July 2000 I reported to you the intention to
expand upon our development activities following the acquisition of the Wyncote
Group. Following the departure of John Farmer, in October 2001, we felt the need
to bolster the development team. A number of opportunities were reviewed and
following a successful joint venture partnership on an office development in
Chepstow, South Wales, we began negotiations to purchase Broadhall Limited.


The Broadhall team, based along the M4 corridor into South Wales have provided
continuity, stability and further opportunity for the Wyncote Group. A more
detailed review of their activities is provided later in this report. To oversee
our development activities in both Wyncote-Hampton and Broadhall-Hampton Edward
(Ted) Dadley joined the Board in January 2002.


Ted Dadley has extensive experience in retail property development and has held
a number of directorships, including Chairman of Arlington Retail Developments
Limited, a subsidiary of Arlington Securities Plc, and Chief Executive and
founder of Burwood House Group, a joint venture between Arlington Securities and
Gazeley Properties. Prior to these positions, Ted was a senior executive with
Tesco plc in the Estates Department.


Construction of the important first phase of Arena Central commenced in the
Spring of 2002 by KingsOak Homes Limited, a wholly owned subsidiary of Barratt
Developments PLC, with a two year build programme. Marketing of the 387 new
units will commence in Autumn 2002.


With regard to the second phase of the development, as previously reported, we
have been in discussions with Miller Developments to take the project forward as
a joint venture. While I can report that the negotiations are progressing, I am
unconvinced that the current proposal fully reflects our true involvement to
date. We will continue to negotiate with Miller and keep you fully informed of
progress.


Your Company is now nearing the end of its re-construction stage and has put in
place a Board to guide it into a period of development and growth. As I
mentioned above, David Diemer and Ted Dadley have joined the Board, Neil Ankers,
who indicated some time ago that he wished to pursue private business interests,
has agreed to stay on until we have finally completed restructuring the capital
charges, which should be completed during this financial year. Of the
Non-Executive Directors, Tom Wilson has stepped down and Felix Pole will resign
at the forthcoming Annual General Meeting in September 2002. They have both
served since 1996 and have been a source of wise counsel during these most
difficult years; I owe them a debt of gratitude. Richard (Dick) Wright has
accepted an invitation to join the Board as a Non-Executive Director. Dick was,
for 28 years, with the property team at Norwich Union and for 9 years worked as
a partner and latterly a Director, heading the retail asset management team at
Jones Lang La Salle. We look forward to his contribution.


OPERATING REVIEW


The year to 31 March 2002 saw a consolidation of the Group's investment
portfolio following five years of more radical change. The focus of the Asset
Management business has been to improve the returns generated from the existing
portfolio rather than to seek improvements through property trading. The lack of
suitable stock, together with high transaction costs, has meant that where
opportunities to sell have arisen, these have generally not been matched by new
acquisitions and we have simply sold at what we consider to be historically low
yields, and used the receipts to reduce our non-core borrowings. Consequently,
sales in the year were limited to six properties (approximately £13.2 million
proceeds) and acquisitions to two properties (£2.1 million).


Property sales


Of the £13.2 million proceeds, £10.9 million came from two properties, the
Greywell Shopping Centre, Havant and Britannia Works, Warrington.


These two properties were producing a combined net income at the time of their
disposal of approximately £780,000. The net initial yield achieved on the sales
of sub 7 per cent. after purchase costs represents a very keen price for a local
shopping precinct and a former wire factory complex.


The remaining sales were all at, or above, book value and comprised mainly
secondary retail property where we took advantage of perceived high values given
the lack of future growth prospects and rental security. Together with the
Greywell Shopping Centre, Havant and Britannia Works, Warrington the total loss
on disposal was £433,000.


Property Acquisitions


As part of the sale of the Greywell Shopping centre, we acquired two further
properties - High Street, Cosham and Town Walk, Folkestone. High Street, Cosham
comprises 4 prime shop units and provides secure income for 5 years. Town Walk,
Folkestone is a secondary retail parade located close to a large Sainsbury
supermarket generating an initial yield over 10 per cent.


The Group's strategy in the last 3 to 5 years has been to dispose of retail
property due to the low rental yield offered by such properties. However, the
acquisition price in this case reflects an initial yield which is difficult to
achieve on other asset classes. Consequently, these properties sit comfortably
within our short-medium term investment criteria.


Property Improvements


Our strategy of identifying opportunities for the improvement of existing assets
has continued throughout the past year, and although new opportunities are
becoming more difficult to generate given the general uncertainty in business
confidence, we have continued to improve both the income and value of our major
assets.


At International House, Ashford, we have successfully completed Phase 3 of our
rolling refurbishment programme. We had previously reported the agreement of
further lettings at the property subject to comprehensive refurbishment works.
These works were completed on time and on budget during the year and have
resulted in a net increase in income of approximately £300,000 per annum. The
value of the property has increased by £322,000, after the costs incurred. We
have also successfully concluded negotiations with Railtrack to acquire a right
of way over their land to construct a new main access to the site which
significantly improves the prominence and accessibility of the property. We
believe that this is the single most important improvement made to the property
and will now lead to the successful letting of the remaining vacant
accommodation.


Swindon

As reported last year, we acquired a vacant factory unit at Hunts Rise, South
Marston Park of approximately 4738 square metres (51,000 square feet), for
£1,300,000. Since then, we have undertaken a complete refurbishment programme to
provide a range of small industrial and office units which are now available to
let. Early indications are that these works should ultimately generate an income
of approximately £370,000 per annum for the property, and an end value of
£2,800,000, resulting in a profit when sold of £470,000, and an income return of
16 per cent. per annum on cost.


Portfolio Performance


Despite the net sale of approximately £11 million worth of property, rental
income generated from the core investment portfolio reduced only slightly during
the year from £13.9 million to £13.8 million. Once contracted income comes on
stream (upon the expiry of rent free periods in October 2002) rental income
should be in excess of £14.8 million per annum.


In isolation, this is a significant improvement given the net disposal of
assets, but when taken with the significant decrease in debt service costs
following the refinancing of part of the debenture portfolio of £2,400,000 per
annum, the portfolio has generated a substantial improvement in the net
contribution to the group made by the investment business of £3,300,000 per
annum.


One of the major changes implemented during the past year has been the
reintegration of the property management function under the Group's direct
control. Whereas the day to day management of the investment portfolio was
undertaken externally by C B Hillier Parker and Mason Owen & Partners, the Group
decided that, given the nature of the properties, it was better placed to
undertake the property management function itself. However, rather than
undertake this task from our London offices, we decided to recruit a new
accounting and surveying team in our Liverpool office, to take advantage of the
lower overhead and staffing costs, and also to ensure that we maintain distinct
management and resourcing styles for the separate, but equally important,
disciplines of property management and asset management. The outsourcing of the
property management function demonstrated how portfolio growth and asset
enhancement is better identified and implemented by separate teams, and we are
aware of the need to maintain this separation.


We are pleased to report, albeit in the early stage of managing the property
portfolio ourselves, that the like-for-like rent collection performance is
showing a 50 per cent. improvement in rents collected when compared to the
external agents. We hope to achieve further improvements in total rents
collected and speed of collection in the future.


DEVELOPMENT REVIEW


General Development Activities


Following the Group's partial buy back of the Debenture, which has resulted in a
significant reduction in the costs of servicing the debt, we have been able to
devote more resources towards the Group's development programme.


To this end during the financial year the Group acquired the commercial property
development company Broadhall Limited. Broadhall, which has since been renamed
Broadhall-Hampton, is based near Chepstow, South Wales and has interests in more
than 150 acres of land in the South Wales region. The acquisition of Broadhall
will enhance and build on Hampton Trust's current investments in the region,
which are valued at approximately £26 million, as well as strengthening the
Group's development activities.


A number of the Group's current development projects are discussed in more
detail below:


Beaufort Park


As reported in the last financial year the Group is developing a high quality
business park on a strategically located 8-acre development site at Junction 2
of the M48 Motorway.


The development began as a joint venture between Hampton Trust and Broadhall
Limited. The joint venture proved to be a great success and acted as the
catalyst for the acquisition by Hampton Trust of the entire share capital of
Broadhall. The Beaufort Park project is now within the Hampton Trust Group.


The scheme, which has been granted detailed planning consent for 8,547 square
metres (92,000 square feet) of office development, is already under
construction. The necessary infrastructure for the development has been
completed and building work is due to commence in Autumn 2002. One unit has been
pre-let with occupancy expected in Spring 2003.


Talbot Gateway


The Group has acquired a prime 3.03-acre site adjacent to junctions 41 and 42 of
the M4 motorway in Baglan, Port Talbot, South Wales. The site is strategically
situated at the gateway to Baglan Energy Park, an innovative 300-hectare
industrial/manufacturing development.


Planning consent was acquired on the site for a 4,645 square metre (50,000
square foot) head-quarters office building with associated car parking in March
of this year. Construction commenced on site in June with completion anticipated
for March 2003.


The state-of-the-art building has been designed to reflect the highest
architectural standards and will provide flexible accommodation ideal for a
customer call centre operation or for traditional office use. Occupier interest
in the development has already been strongly received despite the Group having
only recently embarked on a marketing programme for the scheme.


Following the promising response to the first phase of the project, the Group
has acquired additional land adjacent to the development site. It is anticipated
that the second phase of Talbot Gateway will comprise up to eight 557 square
metre (6,000 square feet) units with associated car parking. Our assessment of
the market shows smaller units should be of great interest to local companies
looking for small to medium sized office units or workshop premises.


Celtic Springs


Celtic Springs Business Park comprises a 45-acre site situated adjacent to
junction 28 of the M4 motorway between Newport and Cardiff. The site, which is
being developed as a joint venture between AWG Developments Limited, Newport
Borough Council, the Welsh Development Agency and Broadhall-Hampton in an equity
management role, has planning consent for over 55,742 square metres (600,000
square feet) of high quality B1 office space plus hotel, leisure and ancillary
retail facilities.


Construction of the first phase of Celtic Springs, comprising 5,016 square
metres (54,000 square feet) of high quality, air-conditioned office space
commenced in January 2002. The three-storey building has been designed around a
dramatic glazed atrium foyer overlooking the landscaped park.


Completion is due for November 2002 and strong occupier interest is being shown
by companies looking for premises for call centre operations. In addition, the
hotel and public house are now under contract subject to detailed planning.


Planning consent has also been successfully obtained for phase II of the
development, a £5 million headquarters office building totalling 2,787 square
metres (30,000 square feet).


38-42 Newport Road, Cardiff


The Group has obtained planning consent from Cardiff City Council for the
re-modelling of this landmark 8,211 square metre (88,387 square foot) building.


The refurbishment of the 14-storey office block will include a complete
re-design of its exterior to create an innovative building for the city.
Landscaping of the forecourt area, improvements to the secure car parks and a
comprehensive refurbishment of internal areas will significantly improve the
comfort and quality of this prominent building.


The pre main construction works, which commenced on site in the Spring of 2002
are due to be completed in Summer 2003 following which we aim to reposition the
building within the market.


Gwent Euro Park


This 200-acre distribution warehouse park, located one mile off junction 23 of
the M4 in South Wales, is being developed in a joint venture with AWG
Developments Limited.


An outline planning consent has been granted for the entire site and at present
only 70 acres of the park remain undeveloped, from an initial total of 220
acres.


Current occupiers include Tesco (60,385 square metres / 650,000 sq ft) and
Wilkinson (78,965 square metres / 850,000 square feet). Lidl has also purchased
land on the site for a 30,053 square metre (323,500 square foot) distribution
warehouse.


Hawtin Park


This 7.5-acre site located in Blackwood, South Wales, has detailed planning
consent for 9,290 square metres (100,000 square feet) of industrial/warehouse
use and forms part of a well established modern industrial park.


Queensgate South


This strategic site was previously part of Bute East Dock, which is now
reclaimed land and forms part of the Cardiff Bay development. The plot is one of
the last development sites available in the hugely successful Cardiff Bay area.


A joint venture company was set up between Broadhall-Hampton and AWG Group to
develop this 3.63-acre site, which has the benefit of outline planning
permission for fast food, hotel and leisure and detailed planning permission for
an eighty-three bedroom hotel and restaurant (557 square metres/ 6,000 square
feet) and a creche (557 square metres/ 6,000 square feet). Work is due to start
on site to construct the hotel in Autumn 2002.


Vale of Neath Business Park


This 3.5-acre industrial development site in Neath, South Wales was developed by
Broadhall Limited following a land purchase from the Welsh Development Agency.


Four 929 square metre (10,000 square feet) industrial units were constructed in
1999 with support from the Welsh Development Agency and Neath Port Talbot County
Borough Council. Three of the units are currently occupied and when fully let
will be moved into the Hampton Trust investment portfolio.


Merthyr Tydfil


The Group owns the freehold of this 4.7 acre re-development site at Goatmill
Road, Merthyr Tydfil, South Wales.


Indicative masterplans have been drawn up showing three units of between
929-2323 square metres (10-25,000 square feet). A sale of the land is currently
being negotiated.




CONSOLIDATED PROFIT AND LOSS ACCOUNT
                                                                  Notes                    Year to              Year to
                                                                                          31 March             31 March
                                                                                              2002                 2001
                                                                                           Audited              Audited
                                                                                             £'000                £'000
Turnover
Existing operations                                                                         18,181               31,424
Acquisitions                                                                                     6                    -
                                                                                        __________           __________
Continuing operations                                                                       18,187               31,424
Cost of sales                                                                              (7,507)             (20,767)
                                                                                        __________           __________
Gross profit                                                                                10,680               10,657
Administrative expenses - reorganisation costs                                             (1,192)                    -
Administrative expenses - other                                                            (4,200)              (4,190)
Administrative expenses                                                                    (5,392)              (4,190)

Operating profit
Existing operations                                                                          5,388                6,467
Acquisitions                                                                                 (100)                    -

Continuing operations                                                                        5,288                6,467
(Loss) profit on disposal of investment properties                                           (433)                  557
Amounts written off investments                                                              (332)                (438)
                                                                                        __________           __________
Profit on ordinary activities before finance costs                                           4,523                6,586
Investment income                                                                              266                2,002
Premium on redemption of borrowings (net)                                                  (2,953)                    -
Interest payable and similar charges                                                      (12,969)             (15,772)
                                                                                        __________           __________
Loss on ordinary activities before taxation                                               (11,133)              (7,184)
Tax on loss on ordinary activities                                                            (31)                 (93)
                                                                                        __________           __________
Loss for the financial year                                                               (11,164)              (7,277)
Dividends paid and appropriated on non-equity shares                3                        (479)                (479)
                                                                                        __________           __________
Loss for the year deducted from reserves                                                  (11,643)              (7,756)
                                                                                        __________           __________

Loss per share                                                      4                      (9.49p)              (6.43p)
                                                                                        __________           __________


CONSOLIDATED BALANCE SHEET
                                                                                            Year to              Year to
                                                                                           31 March             31 March
                                                                                               2002                 2001
                                                                                            Audited              Audited
                                                                                              £'000                £'000
Fixed assets
Goodwill                                                                                      6,935                5,461
Tangible assets                                                                             166,264              177,210
Investments                                                                                   2,720                2,218
                                                                                         __________           __________
                                                                                            175,919              184,889
                                                                                         __________           __________
Current assets
Stocks                                                                                       19,851               13,718
Properties held for resale                                                                    5,253                5,219
Debtors                                                                                       9,758                7,446
Cash at bank and in hand                                                                      1,298                5,119
                                                                                         __________           __________
                                                                                             36,160               31,502
Creditors: Amounts falling due within one year                                             (52,231)             (76,225)
                                                                                         __________           __________
Net current liabilities                                                                    (16,071)             (44,723)
                                                                                         __________           __________
Total assets less current liabilities                                                       159,848              140,166
                                                                                         __________           __________
Creditors: Amounts falling due after more than one year
Convertible debt                                                                           (29,650)                    -
Other creditors                                                                           (104,793)            (103,101)
                                                                                         __________           __________
                                                                                          (134,443)            (103,101)
                                                                                         __________           __________
Net assets                                                                                   25,405               37,065
                                                                                         __________           __________

Capital and reserves
Called-up share capital                                                                      15,509               14,930
Share premium account                                                                           670                  670
Revaluation reserve                                                                          15,541               13,477
Capital redemption reserve                                                                   31,106               31,106
Other reserve                                                                                   780                  433
Profit and loss account                                                                    (38,201)             (23,551)
                                                                                         __________           __________
Shareholders' funds
Equity interests                                                                             16,458               28,357
Non-equity interests                                                                          8,947                8,708
                                                                                         __________           __________
                                                                                             25,405               37,065
                                                                                         __________           __________




CONSOLIDATED CASH FLOW STATEMENT
                                                                   Notes                    Year to              Year to
                                                                                           31 March             31 March
                                                                                               2002                 2001
                                                                                            Audited              Audited
                                                                                              £'000                £'000

Net cash inflow from operating activities                            5                        1,730               10,776
Returns on investments and servicing of finance                                            (12,707)             (14,275)
Taxation                                                                                      (129)                 (75)
Capital expenditure and financial investment                                                  6,284              (2,944)
Acquisitions and disposals                                                                    (391)              (1,657)
                                                                                         __________           __________
Cash outflow before management of liquid resources and                                      (5,213)              (8,175)
financing
Financing                                                            6                         (23)             (10,404)
                                                                                         __________           __________
Decrease in cash in the year                                         6                      (5,236)             (18,579)
                                                                                         __________           __________


COSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
                                                                                           Year to              Year to
                                                                                          31 March             31 March
                                                                                              2002                 2001
                                                                                           Audited              Audited
                                                                                             £'000                £'000

Loss for the financial year                                                               (11,164)              (7,277)
Unrealised deficit on revaluation of investment properties                                 (1,182)              (1,840)
                                                                                        __________           __________
Total recognised gains and losses relating to the year                                    (12,346)              (9,117)
                                                                                        __________           __________


RECONCILIATION OF MOVEMENTS IN GROUP SHAREHOLDERS' FUNDS
                                                                                           Year to              Year to
                                                                                          31 March             31 March
                                                                                              2002                 2001
                                                                                           Audited              Audited
                                                                                             £'000                £'000

Loss for the financial year                                                               (11,164)              (7,277)
Other recognised gains and losses relating to the year (net)                               (1,182)              (1,840)
                                                                                        __________           __________
                                                                                          (12,346)              (9,117)
Issue of ordinary share capital                                                                926                    -
Dividends paid and proposed on non-equity shares                                             (240)                (479)
                                                                                        __________           __________
Net reduction to shareholders' funds                                                      (11,660)              (9,596)
Opening shareholders' funds                                                                 37,065               46,661
                                                                                        __________           __________
Closing shareholders' funds                                                                 25,405               37,065
                                                                                        __________           __________


NOTES



1       Basis of preparation


The company confirms that:


a)  these preliminary financial statements do not constitute statutory accounts
within the meaning of section 240 of the Companies Act 1985.


b)  the figures for the year ended 31 March 2002 have been extracted from the
audited accounts for the year which have been prepared using accounting policies
consistent with the previous year, except that FRS 19 "Deferred Taxation" has
been applied. This change in policy has no net effect on the Group's deferred
tax balances in either year. Statutory accounts for the year ended 31 March 2002
in respect of which Arthur Andersen have made an unqualified report will be
delivered to the Registrar of Companies. Without qualifying their report the
auditors have drawn attention in their audit report to the uncertainties set out
in note 2 below.


c)  the figures for the year ended 31 March 2001 have been extracted from the
statutory accounts which have been filed with the Registrar of Companies and
which received an unqualified audit report.


2       Going concern


The Company has net current liabilities, in common with many property companies.
The directors have prepared a cash flow projection which shows that the Group's
anticipated cash outflows are to be funded from operations supplemented by the
proceeds of realisation of properties in the period as required to fund any
shortfall.


A liability to the Inland Revenue of £13,750,000 plus interest in respect of tax
withheld on debenture stock interest payments in previous years is overdue and
is payable on demand. The directors are currently in discussions with the Inland
Revenue regarding the payment of this amount. The Group is not in a position to
repay the liability on demand should they be required to do so. On the basis of
their discussions with the Inland Revenue to date, the directors are confident
that they will negotiate and agree a liability and payment profile which can be
funded from property disposals carried out in an orderly manner and
consequently, the directors have prepared the accounts on the going concern
basis. However, if the Inland Revenue were to require any significant amount of
this liability to be settled forthwith, it may become necessary for the Group to
dispose of certain properties at less than their carrying value.


3       Dividends paid and appropriated on non-equity shares
                                                                                           Year to               Year to
                                                                                          31 March              31 March
                                                                                              2002                  2001
                                                                                           Audited               Audited
                                                                                             £'000                 £'000
Non-equity shares:
- 51/2% (net) cumulative convertible redeemable preference dividend paid                       240                   479
- 51/2% (net) cumulative convertible redeemable preference dividend                            239                     -
appropriated
                                                                                        __________            __________
                                                                                               479                   479
                                                                                        __________            __________


The 2nd 6 monthly dividend of £239,000 on the 51/2% (net) cumulative convertible
redeemable preference shares has not been paid as the Company had no
distributable reserves on its due date for payment. The amount can only be paid
once the Company has sufficient distributable reserves and consequently the
amount has been appropriated to non-equity interests at 31 March 2002.


4       Loss per share


The calculation of loss per share is based on the loss, after having deducted
preference dividends, of £11,643,000 (2001 - loss of £7,756,000) and on
122,694,913 (2001 - 120,606,229) ordinary shares being the weighted average for
the year of the number of ordinary shares in issue less the weighted average for
the year of the shares owned by the ESOP which has waived its entitlement to
dividends.


5       Reconciliation of operating profit to net cash inflow from operating
activities
                                                                                           Year to               Year to
                                                                                          31 March              31 March
                                                                                              2002                  2001
                                                                                           Audited               Audited
                                                                                             £'000                 £'000

Operating profit                                                                             5,288                 6,467
Depreciation charges                                                                           477                   200
Loss on sale of plant and equipment                                                            132                   130
Amortisation of goodwill                                                                       311                   248
Increase in work-in-progress                                                               (3,653)                 (693)
(Increase) decrease in properties held for resale                                             (34)                 1,150
(Increase) decrease in debtors                                                               (761)                 2,024
(Decrease) increase in creditors                                                              (30)                 1,250
                                                                                        __________            __________
Net cash inflow from operating activities                                                    1,730                10,776
                                                                                        __________            __________


6       Analysis and reconciliation of net debt
                                                                            Acquired           Other
                                            1 April                             with        non-cash           31 March
                                               2001       Cash flow     subsidiaries         changes               2002
                                            Audited         Audited          Audited         Audited            Audited
                                              £'000           £'000            £'000           £'000              £'000

Debt due after one year                   (103,101)             119                -        (30,154)          (133,136)
Debt due within one year                   (45,559)            (97)          (1,496)          30,154           (16,998)
Finance leases                                    -               1              (5)               -                (4)
                                         __________      __________       __________      __________         __________
                                          (148,660)              23          (1,501)               -          (150,138)
                                                         __________

Overdrafts                                        -         (1,415)                                             (1,415)
Cash at hand and in bank                      5,119         (3,821)                                               1,298
                                                         __________
                                                            (5,236)
                                                         __________

                                         __________      __________       __________      __________         __________
Net debt                                  (143,541)         (5,213)          (1,501)               -          (150,255)
                                         __________      __________       __________      __________         __________

6       Analysis and reconciliation of net debt (continued)
                                                                                          31 March              31 March
                                                                                              2002                  2001
                                                                                           Audited               Audited
                                                                                             £'000                 £'000

Decrease in cash in the year                                                               (5,236)              (18,579)
Cash outflow from decrease in debt and lease financing                                          23                10,404
                                                                                        __________            __________
Change in net debt arising from cash flows                                                 (5,213)               (8,175)
Loans and finance leases acquired with subsidiaries                                        (1,501)               (7,812)
                                                                                        __________            __________
Movement in net debt in the year                                                           (6,714)              (15,987)
At 1 April 2001                                                                          (143,541)             (127,554)
                                                                                        __________            __________
At 31 March 2002                                                                         (150,255)             (143,541)
                                                                                        __________            __________

END




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