RNS Number:8343I
BPP Holdings PLC
18 March 2003

                              BPP HOLDINGS PLC


December 2002 Final results

BPP Holdings plc, the UK's largest quoted professional education group,
announces its results for the year ending 31 December 2002.


Key figures

Pre-tax profit* has increased from #13.4 million to #16.0 million.

Pre-tax profits* from the core business of professional training up 19% from
#10.2 million to #12.1 million.


Normalised earnings per share    18.3p                    (2001 - 14.7p)          24% increase
Dividend per share               12.5p                    (2001 - 11.125p)        12% increase

*before intangibles amortisation and, in 2001, exceptional items


In brief

Janet Cohen, BPP's Chairman, said "Overall our business is in good shape.
Despite the poor business climate, we increased profits this year.  The economic
outlook for next year is no more promising but I believe that our business is
highly resilient and that we will continue to make progress."

Contacts

Charles Prior                    Chief Executive          020 8740 2222
Lynn Chandler                    Finance Director         020 8740 2222


I am pleased to report an increase in pre-tax profit before exceptional items
and amortisation of intangibles to #16.0m for 2002 from #13.4m for 2001, an
increase of 19%.  Earnings per share, calculated on the same basis, was 18.3p
compared to 14.7p, an increase of 24%.  The Board proposes a final dividend of
8.5p (2001 7.5p) payable on 30 April 2003 to shareholders on the register on 4
April 2003.  This, when taken with the interim dividend of 4p per share paid in
October 2002 (2001 3.625p), brings the total for the year to 12.5p (2001
11.125p).

Divisional results

Year ended 31 December                         2002                               2001

                                    Turnover           Profits          Turnover           Profits
                                       #'000             #'000             #'000             #'000

Professional training                 81,000            12,056            78,292            10,230
Language training                     18,527             1,139            23,314               704
Academic education                     6,171               714             6,180               628
Law publishing (divested                   -                 -             2,140              (18)
2001)
                                   ---------        ----------        ----------        ----------
                                     105,698            13,909           109,926            11,544
                                      ======                             =======
Notional rent
(less depreciation)                                      2,096                               1,035
Interest (net)                                              10                                 842
                                                    ----------                          ----------
Pre-tax profit before
exceptionals and
intangibles amortisation                                16,015                              13,421
Exceptional items                                            -                               7,826
Amortisation of intangibles                            (5,488)                             (5,466)
                                                    ----------                          ----------
Pre-tax profit after
exceptionals and                                        10,527                              15,781
intangibles amortisation                                ======                              ======

Earnings per share                                       18.3p                               14.7p
(normalised)                                        ----------                           ---------

Dividends per share                                      12.5p                             11.125p
(total for year)                                     ---------                           ---------


This increase in profit has been achieved against a difficult background, both
in the UK and in Europe, which has meant that our overall turnover fell from
#109.9m for 2001 to #105.7m this year.  This excellent profit performance
reflects tight cost control everywhere in the group, and real growth in the Law
division of our professional training activities.

The fall in turnover is partly attributable to a very disappointing year for our
financial services training business.  I warned at the time of the interim
results that this business was suffering, catering as it does for the investment
banking community.  That community has continued to shrink, and our business has
continued to lose turnover and profitability despite rigorous cost control.  The
rest of the fall in turnover between 2001 and 2002 is accounted for by a fall in
the turnover of our language training business, which has nonetheless held up
well against the background of faltering economies in the countries we serve.

Overall the group has proved resilient in very difficult economic conditions.
This is due to several factors:  the spread of our businesses, the premium
position we occupy in most of our markets, the quality of our people, the
attention we pay to cost control, and our continuing efforts to improve our
products and our service to customers.

This year, we have concentrated on further refining our strategy, and focusing
on our core business of professional education.  As part of this focus we have
undertaken an extensive exercise to ensure that we are reaping all the benefits
of the BPP Professional Education name and reputation.  We carried out a
rebranding exercise and, after extensive consultation, changed our logo and
extended the BPP name and brand to all our core companies in order to present a
single coherent identity in the marketplace.  Along with this exercise we have
worked to ensure that the marketing synergies between our companies are properly
exploited.  Many of our companies already serve the same customers and we are
ensuring that all our customers know about all our services, and that we and
they get all the benefits of an integrated group.

As part of the process of integration we are bringing together the reporting for
all our core companies.  The profits from the different business streams are
becoming increasingly inter-dependent as we invest in resources for the benefit
of the whole division.  So whilst we will continue to report turnover, we are
ceasing to report profit by business stream.

Professional Training


Analysis of turnover                                 2002                     2001
                                                    #'000                    #'000
Accountancy & Tax                                  51,743                   51,330
Actuarial                                           4,115                    3,367
Financial Services                                  9,149                   12,523
Human Resources                                       270                        -
Law                                                15,723                   11,072
                                                ---------               ----------
                                                   81,000                   78,292
                                                   ======                   ======
                                                   
Accountancy and Tax

The Accountancy and Tax division continues to make good progress.

A substantial increase in turnover was not expected over 2001, a year in which
several new syllabi were introduced, but a small increase was achieved.  Our
expenditure on e-learning has been much reduced because most of the necessary
enhancement to our products was made in 2000 and 2001.  Our e-learning sales are
very encouraging and well ahead of expectations.  The overseas businesses,
particularly those in Central Europe, are showing profit growth, and we continue
to expand our regional network.  Our training business in the Netherlands, after
a difficult year in 2001, is now stabilising and refocused on its core
activities, which has resulted in a lower cost base and improved profits for
this year.  The market in the Netherlands is mature but we are launching new
initiatives to make the most of our position there.

We continue to maintain the high quality of our teaching, which is of key
importance to everything we do.  ACCA have awarded "Premier Plus", the top level
of quality accreditation, to only 16 colleges worldwide and 11 of these are BPP
centres.  The accreditation reflects quality of tuition, material, course
management, facilities and student support.  Against this background it is
pleasing if not surprising that BPP students have an exceptional track record in
the ACCA exams.  BPP also trained 78% of the UK prizewinners in the November
2002 CIMA exams.

Actuarial

The Actuarial division's core business had a very good year achieving record
levels of turnover and profitability.  This success supported the considerable
full first year investment in our US subsidiary which launched a wide range of
study materials for students of the Society of Actuaries and the Casualty
Actuarial Society in May 2002.  We are realistic about the time it will take to
achieve significant market share in the US but we are pleased with the level of
interest and the positive feedback from our US students.

Financial Services

The Financial Services division has suffered from the downturn in the financial
markets particularly in the second half of the year.  Many major clients have
reduced their headcount and put a freeze on recruitment, thereby reducing
heavily their need for threshold competency exam training.  On a more positive
note, demand for professional level exam training such as the CFA and Securities
Institute Diploma remained stable and we held CFA courses in continental Europe
for the first time.

Human Resources

We announced in December last year that we had acquired Malpas Flexible Learning
Limited which trains for the professional examinations of the Chartered
Institute of Personnel Development.  This business will contribute to both
turnover and profit for 2003 - the opportunities for training in this field are
very exciting and mesh well with the existing teaching capacity within the BPP
group.

Law

The Law division has substantially increased its turnover, with very pleasing
registration figures for both Bar and Solicitors training.  The minority
shareholding in MAR Group Limited, our continuing professional development
branch which had good results last year, has now been acquired and we expect
improved results in this growing area of activity when the company has been
integrated fully into the BPP group.

Language Training

Linguarama now operates from 21 language training centres in six European
countries following a restructuring program in 2000 and 2001 which involved the
closure of a number of less profitable centres.  As expected, 2002 was a
challenging year, with many clients reducing spending on language training in
the more difficult economic conditions.  Turnover, on a like-for-like basis was
down 13% on 2001, with the decreases evenly spread across Europe and in our
English in England courses.  The restructuring, however, which resulted in a
lower cost base, enabled the company to achieve a net profit margin of 6% even
in a difficult climate.

Academic Education

MPW, our group of fifth and sixth form colleges in London, Birmingham and
Cambridge, saw improved profitability on flat turnover.  Consolidating our
London colleges into a single site created some cost advantage despite a small
enforced reduction in student numbers, and meanwhile there was pleasing growth
in both turnover and profit in our two regional centres.

Property

We continue to invest in our property portfolio.  Effective teaching requires
very specific spaces, a very high standard of electronic equipment and good
library facilities, and these are not usually available in the market.  We have
almost invariably to create facilities for the purpose, and often have to
acquire a freehold or very long leasehold to make the investment worthwhile.
This year we acquired, and are in the process of converting, a large site at
Waterloo which will be used by our professional training division.  The overall
cost will be in the order of #21m.

People

This year we will say goodbye to James Cooper who has been responsible for the
highly successful growth of the Accountancy and Tax division for 18 years and is
now seeking a career break.  Malcolm Hazell, who has responsibility for ACCA,
CIMA and AAT courses, is also leaving and is going to train as a Baptist
Minister.  We are particularly grateful to James and Malcolm for their
contributions.  Both continue with us until the summer and we are fortunate to
have in place Mike Pennington, who now takes over the whole division.  Mike,
most recently in charge of our regional and overseas businesses, has been
actively involved in the overall management of the division for some years.

Outlook

Overall our business is in good shape.  Despite the poor business climate, we
increased profits this year.  The economic outlook for next year is no more
promising but I believe that our business is highly resilient and that we will
continue to make progress.


JANET COHEN
Chairman: BPP Holdings plc

17 March 2003


Group profit and loss account

                                                             2002                             2001
                                                            #'000                            #'000

Turnover                                                  105,698                          109,926

Cost of sales                                            (52,005)                         (57,730)
                                                       ----------                       ----------
Gross profit                                               53,693                           52,196
Distribution costs                                              -                            (781)
Administrative expenses
before amortisation of
intangibles                                              (37,688)                         (38,836)
Amortisation of intangibles                               (5,488)                          (5,466)
                                                       ----------                       ----------
Administrative expenses                                  (43,176)                         (44,302)
Operating profit                                           10,517                            7,113
Profit on disposal of business                                  -                            9,323
Loss on disposal of business                                    -                            (509)
Loss on closure of business                                     -                            (988)
                                                       ----------                       ----------
Profit on ordinary activities                              10,517                           14,939
before interest
Interest (net)                                                 10                              842
                                                       ----------                       ----------
Profit on ordinary activities
before taxation                                            10,527                           15,781
Tax on profit on ordinary activities                      (5,075)                          (3,789)
                                                       ----------                       ----------
Profit on ordinary activities
after taxation                                              5,452                           11,992
Minority interests                                          (782)                            (704)
                                                       ----------                       ----------
Profit attributable to members of
the holding company                                         4,670                           11,288

Dividends per ordinary share                              (6,832)                          (6,134)
                                                       ----------                       ----------
Retained (loss)/profit                                    (2,162)                            5,154
                                                            =====                            =====
Earnings per share (note 5)
Basic                                                        8.5p                            20.2p
Diluted                                                      7.2p                            18.3p
Basic (before amortisation of                               18.3p                            14.7p
intangibles and non-operating
exceptional items)

Group statement of total recognised gains and losses and reconciliation of
movements in shareholders' funds

                                                               2002                           2001
                                                              #'000                          #'000

Profit attributable to
members of the parent
company                                                       4,670                         11,288

Exchange differences on
retranslation of net assets of
subsidiary undertakings                                         354                          (202)
                                                         ----------                     ----------
Total recognised gains
and losses in period                                          5,024                         11,086
Dividends                                                   (6,832)                        (6,134)
Other movements:
New shares issued                                               271                            277
Purchase of own shares                                      (1,674)                          (351)
Goodwill reinstated on sale
Of subsidiary businesses                                          -                            522
                                                         ----------                     ----------
Total movements in period                                   (3,211)                          5,400
Shareholders' funds at
start of period                                              56,794                         51,394
                                                         ----------                     ----------
Shareholders' funds at
end of period                                                53,583                         56,794
                                                              =====                          =====

Group balance sheet

                                                    2002                               2001
                                               #'000            #'000            #'000            #'000

Fixed Assets
Intangible assets                                              15,302                            15,148
Tangible assets                                                67,272                            53,738
Investments                                                     5,325                             5,166
                                                            ---------                         ---------
                                                               87,899                            74,052
Current assets
Stocks                                         1,265                             1,054
Debtors: amounts falling due
within one year                               16,916                            17,215
Debtors: amounts falling due
In over one year                                 237                               102
Investments                                       11                                86
Cash at bank and in hand                       6,877                             7,794
                                           ---------                         ---------
                                              25,306                            26,251

Creditors: amounts falling due              (46,974)                          (38,800)
within one year (note 6)
                                           ---------                         ---------

Net current liabilities                                      (21,668)                          (12,549)
                                                            ---------                         ---------
Total assets less current                                      66,231                            61,503
liabilities

Creditors: amounts falling due in
over one year (note 7)                                        (9,269)                           (1,981)
                                                              

Provision for liabilities and
charges (note 8)                                              (2,379)                           (2,077)
                                                              
                                                            ---------                         ---------
                                                               54,583                            57,445

Minority interests                                            (1,000)                             (651)
                                                            ---------                         ---------
                                                               53,583                            56,794
                                                                =====                             =====
Capital and reserves
Share capital                                                   5,671                             2,865
Share premium                                                   6,174                             8,777
Capital redemption reserve                                         75                                 7
Other reserves                                                  9,872                             9,872
Profit and loss account                                        31,791                            35,273
                                                            ---------                         ---------
                                                               53,583                            56,794
                                                                =====                             =====


Group cash flow statement
                                                                       2002                        2001
                                                                      #'000                       #'000
Cashflow from operating activities                                   18,861                      21,233
                                                                  ---------                 -----------
Returns on investments and servicing of finance
Interest received                                                       206                       1,238
Interest paid                                                         (597)                     (1,600)
Dividends paid to minority shareholders                               (487)                       (270)
                                                                  ---------                    --------
                                                                      (878)                       (632)
                                                                   --------                    --------
Tax paid                                                            (4,144)                     (4,080)
                                                                  ---------                   ---------
Capital expenditure and financial investment
Purchase of tangible fixed assets                                  (14,708)                    (20,317)
Purchase of own shares by ESOT                                        (287)                     (2,449)
Funds released by ESOT on exercise of options                           128                           -
Sale of tangible fixed assets                                           131                         406
                                                               ------------                  ----------
                                                                   (14,736)                    (22,360)
                                                               ------------                   ---------
Acquisitions and disposals
Purchase of subsidiary undertakings (net)                           (3,182)                        (44)
Purchase of minority interests in subsidiary                          (931)                        (87)

undertakings
Receipts from sale of subsidiary businesses                               -                      11,017
Costs of closing subsidiary business                                  (182)                        (27)
Redemption of loan notes and release of                                 127                         118
funds in escrow
                                                                -----------                   ---------
                                                                    (4,168)                      10,977
                                                                 ----------                   ---------
Equity dividends paid                                               (6,320)                     (5,779)
                                                                 ----------                   ---------
Net cashflow before use of liquid resources                        (11,385)                       (641)
and financing

Management liquid resources
Purchase of shares quoted on London
Stock Exchange                                                            -                        (86)
                                                                   --------                   ---------
                                                                          -                        (86)
                                                                 ----------                  ----------
Financing
Issue of shares                                                         271                          34
Redemption of shares                                                (1,674)                       (351)
New loans                                                            10,350                      13,405
Placing of funds in escrow                                          (1,500)                     (2,500)
Release of funds in escrow                                            2,500                       6,000
Repayment of loans                                                  (3,502)                    (29,704)
Repayment of loan notes                                               (127)                       (118)
                                                               ------------               -------------
Net cash flow from financing                                          6,318                    (13,234)
                                                               ------------                ------------
Decrease in cash                                                    (5,067)                    (13,961)
                                                                    =======                     =======


Notes to the group cash flow statement


                                                                            2002                  2001
                                                                           #'000                 #'000
(a)     Reconciliation of operating profit to net
        cash inflow from operating activities
        Operating profit                                                  10,517                 7,113
        Depreciation charges                                               4,142                 3,684
        Loss on disposal of fixed assets                                      81                   334
        Write down current asset investment                                   75                     -
        Amortisation of intangibles                                        5,488                 5,466
        Exchange differences                                                  34                  (57)
        Increase in stock                                                  (157)                  (73)
        Decrease in debtors                                                1,176                 2,992
        (Decrease)/Increase in creditors                                 (2,495)                 1,774
                                                                       ---------            ----------
        Cashflow from operating activities                                18,861                21,233
                                                                       ---------            ----------
(b)     Analysis of cash at bank and in hand
        Cash per analysis of net funds                                     6,246                 6,036
        Escrow deposits                                                      631                 1,758
                                                                       ---------            ----------
        Cash at bank and in hand per balance sheet                         6,877                 7,794
                                                                       ---------            ----------


(c)    Analysis of net (debt)/            At 1 January                Cash           Exchange    At 31 December
       funds                                      2002                flow           Movement              2002
                                                 

       Cash at bank and in hand                  6,036                  61                149             6,246
       Overdrafts                                    -             (5,128)                  -           (5,128)
                                              --------            --------            -------         ---------
                                                 6,036             (5,067)                149             1,118
       Escrow deposits                           1,758             (1,127)                  -               631
       Loan notes                                (758)                 127                  -             (631)
       Bank loans                              (3,617)             (6,848)              (146)          (10,611)
                                             ---------           ---------           --------         ---------
                                                 3,419            (12,915)                  3           (9,493)
                                              --------           ---------           --------         ---------


Notes to the preliminary announcement


1.        Preliminary Statement

The accounts do not constitute statutory accounts under section 240 of the
Companies Act 1985.  The results for the year ended 31 December 2001 are
extracts from the group accounts which carry an unqualified auditors report and
have been filed with the Registrar of Companies.  The results for the year ended
31 December 2002 are extracts from the group accounts.  The unqualified audit
report on the full financial statements has been signed and will be filed with
the Registrar of Companies after the Annual General Meeting.  The preliminary
announcement was approved on 17 March 2003.

2.        Accounting Policies

The accounting policies used in preparing the statutory accounts for the year
ended 31 December 2002 from which the preliminary statement is extracted are
consistent with those applied in prior years.

3.        Turnover and operating profit derive from continuing operations.  The
turnover and operating profit of Malpas Flexible Learning Limited in the period
from acquisition to 31 December 2002 were insignificant to the group.

4.        The Trustees of the BPP Employee Share Ownership Trust have waived the
right to receive dividends on the 2,236,730 (2001 - 2,190,730) ordinary shares
held by it.  In accordance with UITF Abstract 13 - Accounting for ESOP Trusts,
the shares held by the Trustees have been ignored in the calculation of earnings
per share.  2001 comparatives have been adjusted to take into account the bonus
issue of one ordinary share for each ordinary share held on 29 April 2002.

5.        Earnings per share

(a) Basic earnings per share is calculated by dividing profit, after tax and
minority interest by the average number of shares excluding those held by the
BPP Employee Share Ownership Trust, in issue during the period.

The weighted average number of ordinary shares in issue in the period excluding
those held by the BPP Employee Share Ownership Trust was 54,868,695 (2001 -
55,708,712).

(b) Diluted earnings per share is calculated by adjusting profit after tax and
minority interest and the weighted average number of shares for the effects of
all dilutive potential shares. Options granted under Employee Share Schemes
dilute the earnings per share by increasing the weighted average number of
shares without changing net profit.  Shares potentially issuable as
consideration for the purchase of minority interests will change net profit.
Net profit attributable increases because of the elimination of the profit
attributable to minority shareholders but is reduced by the charge to the profit
and loss for goodwill amortisation.

                                                                          2002                       2001
     Attributable profit                                                 #'000                      #'000

     Basic earnings per share                                            4,670                     11,288
     Dilutive potential ordinary shares:
     Employee shares schemes                                                 -                          -
     Purchase minority interests                                         (565)                      (654)
                                                                     ---------                 ----------
                                                                         4,105                     10,634
                                                                     ---------                  ---------

     Weighted number of shares                                   No. of shares              No. of shares
     Basic earnings per share                                       54,868,695                 55,708,712
     Dilutive potential ordinary shares:
     Employee share schemes                                            240,002                    155,442
     Purchase of minority interests                                  1,891,911                  2,256,278
                                                                   -----------               ------------
                                                                    57,000,608                 58,120,432
                                                                   -----------               ------------



The weighted number of shares in issue for 2001 has been adjusted to take into
account the bonus issue of one ordinary share for each ordinary share held on 29
April 2002.

For the purposes of calculating diluted eps, the goodwill arising is amortised
over five years.  If goodwill was not written off, the purchase of minority
interests would be earnings enhancing as the p/e ratio applied for the purchase
of minority interests is a proportion of BPP's p/e ratio.

(c) Additional earnings per share information is presented as the directors
believe that this information will be of interest to users of the accounts in
measuring the group's performance and underlying trends. The additional earnings
per share figure presented is earnings per share before exceptional operating
costs, amortisation of intangibles and non-operating items. A reconciliation of
the earnings per share figures presented is below:

Reconciliation of earnings per share before amortisation of intangibles and
non-operating items to basic earnings per share.

                                                                          2002                       2001
     Attributable profit                                                 #'000                      #'000

     Earnings before amortisation of intangibles,                       10,046                      8,200
     operating exceptional costs and non-operating
     items
     Amortisation of intangibles (net of tax)                          (5,376)                    (5,312)
     Net profit on disposal/closure of subsidiaries
     (net of tax)                                                            -                      8,400
                                                                     ---------                 ----------
     Profit for the year                                                 4,670                     11,288
                                                                     ---------                  ---------

                                                                          2002                       2001
     Earnings per share                                                  Pence                      Pence

     Attributable to operations before amortisation                       18.3                       14.7
     of intangibles, operating exceptional costs
     and non-operating items
     Attributable to amortisation of intangibles                         (9.8)                      (9.6)
     (net of tax)
     Attributable to net profit on disposal/closure
     of subsidiaries (net of tax)
                                                                             -                       15.1
                                                                   -----------               ------------
     Basic                                                                 8.5                       20.2
                                                                   -----------               ------------

6.        Creditors: amounts falling due within one year

Creditors include bank loans and overdrafts of #6,470,000 (2001 - #1,636,000)
and other loans of #631,000 (2001 - #758,000).

7.        Creditors: amounts falling due in over one year

Amounts repayable under bank loans taken to finance the purchase of freehold
property.  The loans are wholly repayable within 10 years.

8.        Provisions for Liabilities and Charges

Comprises deferred taxation of #1,701,000 (2001 - #1,176,000) and provision for
sale, closure and reorganisation costs of #678,000 (2001 - #901,000).

9.        Dividend

The proposed final dividend of 8.5 pence per share will be paid on 30 April 2003
to shareholders on the register on 4 April 2003.

Copies of this announcement will be posted to shareholders and will be available
free of charge from the Company's registered office at: 142-144 Uxbridge Road,
London W12 8AA.


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