RNS Number:9267K
Windsor PLC
12 May 2003



12 May 2003

                                   Windsor PLC

              Interim Results for the six months ended 31 March 2003

          "Hard Insurance Market Supports Continued Growth For Windsor"


-  Brokerage and fees up by 5.5% to #7.5 million (2002: #7.1 million)

-  4.4% increase in costs reflects growth of business

-  Pre-tax profit 8.6% higher at #1.168 million (2002: #1.076 million)

-  Successfully completed acquisition of 45% minority interest in WPIL

-  Earnings per share 46.5% higher at 1.26p (2002: 0.86p)

-  Trading environment remains favourable


Commenting on the results, David Low, Chairman of Windsor, said: "Over the last
six months we have experienced strong demand for Windsor's services and this has
been reflected in the growth in the company's turnover and profitability.
Windsor Professional Indemnity Limited ("WPIL") again made a strong
contribution, reinforcing the company's decision earlier this year to buy out
the remaining 45% minority interest in WPIL. The company has taken advantage of
the opportunities afforded by the hard insurance market and we look to the
second half of our financial year with confidence."

For further details:

Windsor PLC                                          Tel: 020 7133 1200
David Low, Chairman
Christopher Murphy, Finance Director

CardewChancery                                       Tel: 020 7930 0777
Tim Robertson/Olivia Gallimore

Visit our website at www.windsor.co.uk


INTRODUCTION


We are pleased to report another significant increase in profitability for the
first half of our financial year. During this period market conditions have
remained favourable, with shortages of capacity keeping premium levels high in
most sectors. We believe these pressures are unlikely to lift in the medium
term. Underwriters are working hard to improve their solvency levels and, with
low returns on investments forecast for the foreseeable future, underwriting
profits are at a premium. In this environment, Windsor's specialist broking
teams are well placed to prosper in their chosen markets.


RESULTS


Compared to 2002, brokerage and fees increased by 5.5% to #7,502,000, more than
offsetting the reduction in investment income caused by continuing low returns
on investments. Profit before tax for the six months to 31 March 2003 increased
by 8.6% to #1,168,000 (2002: #1,076,000). Earnings per share after tax and
minority interests, reflecting the company's purchase of the 45% minority
interest in Windsor Professional Indemnity Limited ("WPIL") in February 2003,
increased by 46.5% to 1.26p (2002: 0.86p). The group's costs increased by 4.4%,
to #6,742,000, reflecting the growth of the group's business. The group had no
borrowings during the first half of 2003.


As in previous years, the Board has not declared an interim dividend. However,
in the absence of unforeseen circumstances, the Board expects to recommend an
increased final dividend for the year (2002: 1.3p per share).


REVIEW


This is a complex insurance market fed by the global political and economic
uncertainty precipitated by the attacks on the World Trade Centre in New York.
The turbulent market conditions this event created exacerbated insurers' capital
losses of the late 1990's and added to pressures on their solvency levels. At
the same time that insurers have been looking to increase capital and solvency
levels the value of their investments has reduced. This has forced insurers to
focus on making underwriting profits and, as a result, the London and
international insurance markets will have very little scope to reduce premium
levels for the foreseeable future.


In February 2003, we completed the acquisition of the 45% minority interest in
WPIL. Under the terms of the acquisition, the group secured the services of the
key WPIL executives for four years and now retains 100% of WPIL's profits. Part
of the purchase consideration is deferred and contingent on WPIL's trading
performance up until 30 September 2003. WPIL is widely recognised as a market
leader within the professional indemnity industry and is the group's largest
division.


Windsor Insurance Brokers ("WIB") under John Bennett, its new Managing Director,
is being successfully reorganised to ensure it makes a greater contribution to
the group's profitability. As part of the reorganisation, several senior
individuals have been recruited that are capable of generating substantial
income and enhancing the service to WIB's expanding client base. From an
operational perspective, our liability brokers are at the forefront of
responding to the employer's liability crisis being suffered by large sections
of British industry, whilst at an international level our North American and
cargo teams are making solid contributions.


OUTLOOK


I am pleased to report that our staff are reacting well to the competitive
challenges they face and I would like to thank them for their hard work and
continued loyalty to the company.


The outlook for Windsor is positive and we remain optimistic about our full year
prospects. Over the last five years the group has delivered consistent growth in
brokerage and double digit growth in pre-tax profit. More recently, this success
has been matched by our share price, which has outperformed the FTSE All Share
index by approximately 140% since May 2001.


Internally, our success has been reflected in a growing confidence across all of
our business units. Externally, our enhanced market reputation is opening up
valuable new business opportunities for the company. Windsor is therefore able
to look to the future with confidence.


David Low

Chairman


Unaudited consolidated profit and loss account

For the six months ended 31 March 2003                                Year to
                                                                      30 Sept
                                              2003           2002        2002
                               Notes          #000           #000        #000
Revenue

Brokerage and fees                           7,502          7,111      17,375

Interest and investment income                 408            423         828

                                        ----------     ----------  ----------

                                             7,910          7,534      18,203

Administrative expenses                     (6,742)        (6,458)    (14,852)
                                        ----------     ----------  -----------

Operating profit being profit
on ordinary activities before taxation       1,168          1,076       3,351

Taxation on profit on ordinary                (350)          (323)       (959)
activities
                                       -----------    -----------  -----------

Profit on ordinary activities
after taxation                                 818            753        2,392

Equity minority interest                      (123)          (286)        (968)
                                        -----------    -----------  -----------

Profit attributable to
shareholders                                   695            467        1,424
                                            ======         ======       ======

Earnings per share               2           1.26p          0.86p        2.62p

Earnings per share - diluted     2           1.23p          0.84p        2.55p


All results derive from continuing operations




Unaudited consolidated balance sheet


As at 31 March 2003                          31 Mar        31 Mar      30 Sept
                                               2003          2002         2002
                                Notes          #000          #000         #000
Assets employed
Fixed assets
Intangible assets                  3          9,210             -            -
Tangible assets                               1,196         3,091        1,286
Investments                                      63            63           63
                                       ------------   -----------   ----------
                                             10,469         3,154        1,349
                                       ------------   -----------   ----------
Current assets
Debtors                                     100,861       107,799       98,370
Cash at bank and in hand                     22,410        25,727       27,284
                                       ------------   -----------   ----------
                                            123,271       133,526      125,654
Creditors: amounts falling                  127,991       132,060      122,308
due within one year
                                       ------------   -----------   ----------
Net current (liabilities)/                   (4,720)        1,466        3,346
assets
                                       ------------   -----------   ----------
                                              5,749         4,620        4,695
                                            =======        ======       ======
Financed by
Called-up share capital                       1,433         1,363        1,371
Share premium                                 3,495         2,870        2,914
Shares to be issued                             468           468          468
Profit and loss account                         353          (580)        (342)
                                       ------------   -----------   ----------
Equity shareholders' funds                    5,749         4,121        4,411
Equity minority interests                         -           499          284
                                       ------------   -----------   ----------
                                              5,749         4,620        4,695
                                           =======        ======        ======




Unaudited consolidated cash flow statement

For the six months ended 31 March 2003
                                                                    Year to     Year to
                                                                    30 Sept     30 Sept
                          2003        2003      2002        2002       2002        2002
               Notes      #000        #000      #000        #000       #000        #000

Net cash         5.1                   878                 1,410                  2,189
inflow from
operating
activities
Returns on
investments
and servicing
of finance
Interest                   408                   423                    828
received
Dividends                 (775)       (367)     (491)        (68)      (614)        214
paid to
minorities
                       -------                ------                --------
Taxation
UK                        (567)                 (267)                  (865)
Corporation
tax paid
UK                           -        (567)        3        (264)        26        (839)
Corporation
tax
refunded
                       -------                ------                --------
Capital
expenditure
and
financial
investment
Purchase of               (210)                 (166)                   (570)
tangible
fixed
assets
Sale of                     25                    32                   2,108
tangible
fixed
assets
Purchase of                  -        (185)       (2)       (136)         (2)     1,536
fixed asset
investment
                       -------                 ------                 --------
Acquisitions
and
disposals
Purchase of       3                 (4,776)                    -                      -
minority
interest

Equity                                   -                     -                   (653)
dividends
paid
                                  --------              --------                --------
Cash
(outflow)/
inflow
before use
of liquid
resources                           (5,017)                  942                  2,447
and
financing
Management
of liquid
resources
Decrease/       5.2                    398                  (403)                (1,086)
(increase)
in term
deposits

Financing
Issue of                               143                    60                    112
ordinary
share
capital
                                  --------              --------               --------
(Decrease)/     5.2                 (4,476)                  599                  1,473
increase in
cash in the
period
                                     =====                  =====                 =====



Notes to the interim report

1       Basis of preparation of unaudited interim information

        The results for the six months ended 31 March 2003 have neither been
        audited nor reviewed and have been prepared on the basis of the
        accounting policies set out in the 30 September 2002 consolidated
        financial statements. The comparatives for the year ended 30 September
        2002 have been extracted from the audited consolidated financial
        statements, which have been filed with the Registrar of Companies, and
        include an unqualified audit report. The comparatives included in this
        report do not constitute statutory accounts within the meaning of
        section 240 of the Companies Act 1985.

2.      Earnings per share

        Earnings per share is calculated on the profit of #695,000 (2002:
        #467,000) and on 55,202,000
        (2002: 54,236,000) ordinary shares being the weighted average number of
        shares in issue during the period.

        Diluted earnings per share is calculated on the basis of 56,601,000
        (2002: 55,619,000) shares in accordance with the requirements of FRS
        14.

        The actual number of shares in issue at 31 March 2003 was 57,319,000
        (2002: 54,503,000), including 1,626,000 shares issued in respect of the
        acquisition set out in note 3 below.

3.      Acquisition of minority interest

        On 5 February 2003 the group acquired the 45% minority interest in its
        subsidiary undertaking Windsor Professional Indemnity Limited ("WPIL").
        The maximum consideration payable, part of which is deferred and
        contingent upon future trading results, is #9,000,000. During the period
        the group paid #4,548,000 in cash and allotted 1,626,000 shares in
        respect of the transaction. The maximum potential goodwill that could
        arise on the acquisition has been capitalised and is being amortised in
        accordance with the requirements of FRS 10 over a period of 20 years.

4.      Pension Schemes

        The group operates two defined contribution schemes and one defined
        benefit scheme. The defined benefit scheme has two members and had a
        surplus at its last valuation. In the opinion of the directors, the
        information that would be disclosed under FRS 17 or SSAP 24 in respect
        of this scheme is not material for an appreciation of the financial
        position of the group.

5       Cash flow information

 5.1   Reconciliation of profit on ordinary activities before taxation to net
       cash inflow from operating activities

                                                                      Year to
                                                                      30 Sept
                                               2003          2002        2002
                                               #000          #000        #000
       Profit on ordinary activities          1,168         1,076       3,351
       before taxation
       Interest received                       (408)         (423)       (828)
       Depreciation, amortisation and           280           273         465
       loss/(profit) on disposal
       Net (decrease)/increase in               (41)        1,531        (248)
       fiduciary debtors and
       creditors
       Net decrease in other debtors           (121)       (1,047)       (551)
       and creditors
                                            --------      --------    --------
       Net cash inflow from operating           878         1,410       2,189
       activities
                                              =====         =====       =====

 5.2   Reconciliation of net cash flow
       to movement in net funds
                                                                      Year to
                                                                      30 Sept
                                                2003         2002        2002
                                                #000         #000        #000
       (Decrease)/increase in cash in         (4,476)         599       1,473
       the period
       Cash (outflow)/inflow from               (398)         403       1,086
       (decrease)/increase in liquid
       resources
                                            --------     --------    --------
       (Decrease)/increase in cash and        (4,874)       1,002       2,559
       liquid resources
                                               =====        =====       =====
       Opening net funds                      27,284       24,725      24,725
                                               =====        =====       =====
       Closing net funds                      22,410       25,727      27,284
                                               =====        =====       =====

 5.3   Analysis of net funds
                                           At 31 Mar         Cash    At 1 Oct
                                                2003         flow        2002
                                                #000         #000        #000
       Cash                                    3,936       (4,476)      8,412
       Liquid resources                       18,474         (398)     18,872
                                            --------     --------    --------
       Cash at bank and in hand               22,410       (4,874)     27,284
                                             =======      =======     =======

6.     Interim statement

       Copies of the interim statement will be available from the registered
       office, 2 America Square, London, EC3N 2LU, and at the group's website,
       www.windsor.co.uk.




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