RNS Number:8855A
Reed Health Group PLC
09 September 2002

                                                                9 September 2002

                             Reed Health Group plc
              ("Reed Health Group", "the Company" or "the Group")

              Preliminary Results for the year ended 30 June 2002

Reed Health Group plc, a provider of staffing services to the Health, Social
Care and Education sectors in the UK, announces its preliminary results for the
year ended 30 June 2002.

                                                           2002                   2001               Change

Turnover                                                 #78.3m                 #66.8m               +17.3%
Gross profit                                             #15.2m                 #11.3m               +34.6%
Profit before tax*                                        #5.2m                  #4.3m               +20.5%
Operating profit*                                         #5.2m                  #4.4m               +18.2%
Diluted earnings per share*                               7.84p                  6.69p               +17.2%
Dividend   - final                                        1.34p                      -                    -
           - total                                        2.00p                      -                    -

* before goodwill amortisation and exceptional item

* Strong growth in profits, operating margins and cashflow

* Increase in gross profit margin as a result of concentrating on higher
  quality contracted business

* Acquisition of The Locum Group Limited completed on 28 May 2002 for
  #33.7m

* Maiden final dividend of 1.34p per share

* Cashflow from operations up significantly to #7.2m (2001: #1.9m)

Christa Echtle, Chief Executive, commented:

"Our markets remain full of opportunities.  The Government's continued
commitment to improving the public services of Health, Social Care and
Education, together with the increasing demand for flexible, professional and
specialist staffing resources make for a thriving and competitive market."

"The Board believes the Group is well placed to take advantage of the many
opportunities that currently present themselves.  By actively developing value
added, integrated services for our clients across each of our three markets, the
Group will grow organically, whilst looking at complementary acquisition
opportunities.  The Board believes the Group is well placed to maintain the
momentum established over the past 12 months and views the year ahead with
confidence".

For further information, please contact:

Reed Health Group plc                              020 7834 3181
Christa Echtle, Chief Executive
Desmond Doyle, Group Finance Director

Weber Shandwick Square Mile                        020 7950 2800
Louise Robson or Graham Herring


                                                                9 September 2002

                             Reed Health Group plc
              ("Reed Health Group", "the Company" or "the Group")

              Preliminary Results for the year ended 30 June 2002


The Board is delighted to report on the results of Reed Health Group for the
year to 30 June 2002.  This has been a year of significant development for the
Company.  In July 2001 we demerged from Reed Executive plc and in May this year
we made our first major acquisition, The Locum Group Limited ("The Locum 
Group").

The principal reason for the demerger was to allow the Company to concentrate on
the healthcare and public sector staffing markets and to make suitable
acquisitions.  Both these aspects are essential for the Company to build on its
aim of becoming the partner of choice for the delivery of professional and
specialist human resource ("HR") solutions, in the areas of Health, Social Care
and Education.

Financial Results

In the year ended 30 June 2002, Reed Health Group's turnover increased by 17.3%
to #78.3m (2001: #66.8m), gross profit increased by 34.6% to #15.2m (2001:
#11.3m) and operating profit, before goodwill amortisation and exceptional item
increased 18.2% to #5.2m (2001: #4.4m).  Diluted earnings per share, adjusted
for goodwill amortisation and exceptional item, were up 17.2% to 7.84p (2001:
6.69p).  Net cash inflow from operating activities for the year to 30 June 2002
was #7.2m (2001: #1.9m).  As at 30 June 2002, the Group had net debt of #6.9m.

The Directors are recommending a maiden final dividend of 1.34p per share
bringing the total dividend per share for the financial year to 2.0p.  This will
be paid on 2 December 2002 to shareholders on the register at 30 October 2002.

Group Strategy

Our strategy is to become the leading provider of professional and specialist HR
recruitment and retention solutions to the public and private sectors in the UK,
focusing on the Health, Social Care and Education markets.

There are significant opportunities in each of these markets, based on services
that add value, are quality driven and have a strong customer satisfaction
focus.  In order to take advantage of these opportunities, we will continue to
build on our professional capabilities and understanding of these markets by
both increasing our specialisation and cross selling our services across our
client base.  The acquisition of The Locum Group has opened up a number of
exciting synergies, particularly in the area of Health.

It is our intention to create integrated services across our sectors to provide
a complete solutions package for the recruitment and retention of specialist
staff by our clients.

Acquisition

The Company completed the acquisition of The Locum Group on 28 May 2002.  In the
Health market the Group is now one of the leading providers of professional
staffing services and has the capability to offer doctors, nurses, and other
professionally qualified health staff, such as physiotherapists, optometrists,
pharmacists and radiographers.  In Social Care, The Locum Group has strengthened
the Reed Health Group's presence in the South East of England.  The division is
firmly established as a leading provider of services to both the local authority
and independent sectors.  The acquisition has enabled the Group to enter the
Education market, a sector in which we plan to continue to grow.  The Board
expects The Locum Group to make a valuable contribution to Reed Health Group's
profits in the coming year.

The integration of The Locum Group is progressing to plan. Opportunities are
being pursued to share candidate bases across the enlarged Group and to increase
the number of candidates sourced from overseas locations, particularly Australia
and Canada.  Additionally, we are evaluating plans to integrate the Group's
support functions and enhance our management information systems to provide a
firm base from which other acquisitions can be supported.

Sector Review

Health

Following the acquisition of The Locum Group we are now deploying doctors and
health professionals on a nationwide basis into hospitals, clinics and GP
surgeries.  Combined with our nursing business, which chiefly concentrates on
the market in the South East of England, we now cover the majority of medically
qualified professional disciplines.  Over the past 12 months we have widened our
professional Health staffing portfolio further by starting up specialist
services such as Optometry and Pharmacy.  These niche developments and the
ongoing specialisation are in line with our overall strategy of developing value
added, integrated services.  This strategy, which has been strengthened by the
acquisition of The Locum Group, will put us in an increasingly strong position
in the markets in which we operate.

Professions Allied to Medicine. Turnover for the year to 30 June 2002 increased
by 56% to #16.7m from #10.7m in 2001.  Excluding the #2.4m of turnover relating
to The Locum Group, growth was 33.3% within the existing Reed Health Group
Health Professionals division.  This growth has been mainly in the service
sectors of therapeutic professions and we have continued our successful strategy
of adding services and professions to our portfolio.  Together with The Locum
Group's relevant divisions, this business now operates from 5 branches,
providing nationwide coverage, and caters for over a dozen specialist
professions, such as optometrists and chiropodists.

Nursing. Turnover for the year to 30 June 2002 fell marginally by 1.7% from
#29.9m to #29.3m reflecting the agreed termination of the Forest Healthcare NHS
Trust contract, in February 2002, which had previously generated turnover of
approximately #6m per annum.

We have successfully tendered for new business.  In February 2002 we were
awarded a Service Level Agreement with Surrey and Sussex Healthcare NHS Trust
and in July we were appointed sole supplier to the newly formed Central and
Northwest London Mental Health NHS Trust.  We have also extended existing
contracts with Hammersmith Hospitals NHS Trust to 2007 and Parkside and Newham
to October 2002 and March 2003 respectively.

Work held under contract now accounts for approximately 70% of turnover in this
division, down from approximately 80% last year.  This change to a higher
proportion of spot placements has enabled us to improve gross margins so the
impact on gross profit of losing a high volume, low margin contract within the
Nursing division is minimised.  At the same time we have restructured the
division, amalgamating ten branches into seven, to provide fewer, larger
branches thus lowering the division's cost base.

Having been awarded supplier status under the first phase of the London Agency
Project ("LAP") in September 2001,the second phase ("LAP 2") is likely to come
into effect in the Spring of 2003. LAP 2 will regulate the pay and charge rates
of commercial agencies in respect of all nursing staff supplied to the majority
of London NHS Trusts.

With NHS Professionals, the NHS is trying to solve its own staffing needs,
however, it is difficult to see how one kind of provision will remedy the
shortfall of qualified and skilled workforce that currently exists and seems
only set to grow worse.   A degree of impact has been felt by the Company due to
the confusion over NHS Professionals, however, there continue to be
opportunities for quality nursing agencies, particularly in London and the South
East.

Doctors. The doctors division, which was acquired as part of The Locum Group,
generated turnover of #1.3m in the period of ownership. The Locum Group has
built a strong reputation for the supply of medical locum staff to NHS Trusts in
England, Wales and Scotland and operates out of 5 branches from a database of
over 6,000 candidates.

Since the formation of the "national contract" for the supply of locum doctors
in 1997, The Locum Group has been one of only nine agencies accredited on this
contract.  This "national contract" is presently being renegotiated for a
further five year extension and the result of this is expected in October. Over
150 NHS Trusts are currently part of the "national contract" and we service over
half of these Trusts, and have preferred supplier status with over 20.  In
particular, we were pleased to renew a contract with Guy's and St Thomas private
patients unit for residential medical officers, which has been extended to May
2003 with yearly extensions thereafter.

Consultancy. We have had the opportunity to work on a number of consultancy
projects with NHS Trust clients. This has opened up new opportunities for
working in partnership with our clients and to achieve better services for the
end user.  We believe that the opportunity to undertake consultancy assignments
confirms our standing in the market as being a quality provider of services.

Social Care

The division supplies qualified and unqualified social workers on a temporary
and contract basis, mainly to Local Authorities and Social Services, across
specialist services ranging from child care to elderly care.

Turnover for the year to 30 June 2002 increased from #26.2 to #30.3m, an
increase of 15.5%. Excluding turnover of #0.4m relating to The Locum Group
acquisition, growth was 14.0%. This was a pleasing result, particularly in the
light of a rigorous internal re-structuring programme which took place during
the second half of the year.  This has lead to improved business processes,
margins and cost control.  Poorly performing projects and supply agreements have
been terminated or re-negotiated and we have put in place the necessary
operational infrastructure to enable improved performance.

A number of supply contracts were renewed in the year, namely Greenwich City
Council, Islington Social Services, Waltham Forest Social Services and
Birmingham, Bury and Leeds Social Services.

The integration of The Locum Group's social care business into the Reed Health
Group's social care business is progressing well and should be completed before
the end of the calendar year. In particular, this integration will strengthen
our market standing in the London region. We have increased the number of our
branches there from two to three and more branch openings are scheduled over the
coming months.

Education

This is a new market for Reed Health Group.  The business was acquired through
The Locum Group acquisition and in the period to 30 June 2002 generated sales of
#0.7m. This is a market that fits the overall strategy of the Group.  There are
growing synergies particularly between the markets of Social Care and Education,
which we are now able to satisfy.  This will bring us further cross selling
opportunities across the markets.  This division operates from five branches and
concentrates on the supply of temporary and permanent teachers to primary and
secondary schools.  Overseas supply of candidates has become successful in this
division and is expected to continue to generate growth in this business.

International

Our ability to grow the business relies on our ability to recruit and retain
suitably qualified and experienced professional staff.  Our recruitment offices
in Australia and New Zealand, which were acquired as part of The Locum Group,
play an important part in attracting suitable staff to work in each of the
Health, Social Care and Education sectors.

We are currently establishing a Canadian office to formalise our recruitment
presence there. Initially, this office will be used to supply Canadian teachers
to the UK market, but over time it will be expanded to cater for the Health and
Social Care markets. We expect the office to be operational in October 2002.

Criminal Records Bureau

Whilst the well publicised difficulties at the Criminal Records Bureau have not
affected us to date, the Group operates in areas where many of our candidates
need to be vetted.  If the problems at the Criminal Records Bureau continue,
this may have a slight impact on our business.  However, at this stage, the
Board foresees no immediate impact on the Group.

Summary and Outlook

Our markets remain full of opportunities.  The Government's continued commitment
to improving the public services of Health, Social Care and Education together
with the ever increasing demand for flexible, professional and specialist
staffing resources make for a thriving and competitive market.

The Board believes the Group is well placed to take advantage of the many
prospects and opportunities that present themselves in our current market.  By
actively developing value added, integrated services for our clients across each
of our three markets, the Group will grow organically, whilst looking at
complementary acquisition opportunities.  The Board believes the Group is well
placed to maintain the momentum established over the past 12 months and views
the year ahead with confidence.

Financial Review

Turnover

Turnover for the Group increased by 17.3% to #78.3m from #66.8m. Growth in
turnover, excluding #4.8m attributable to The Locum Group since its acquisition
on 28 May 2002, was 10.1%.

Gross profit

Gross profit increased by 34.6% to #15.2m (2001: #11.3m) and gross margin as a
percentage of sales increased to 19.4% from 16.9%.  Excluding the acquisition of
The Locum Group, the increase in gross profit was 25.6% and gross margin as a
percentage of sales was 19.3%.

Operating profit and margin

Administrative expenses before goodwill amortisation and exceptional costs
increased by 45% to #10.0m (2001: #6.9m). Of the #3.1m increase, #0.7m is
attributable to the acquisition of The Locum Group, the remainder represents a
necessary build in the Company's infrastructure following its demerger from Reed
Executive plc.

The Group's operating profit before goodwill amortisation and exceptional costs
increased by 18.2% to #5,179,000 (2001: #4,383,000), representing a net
operating margin of 6.6%.  Excluding the acquisition of The Locum Group,
operating profit before goodwill amortisation and exceptional costs was
#4,849,000, 10.6% ahead of last year.

Exceptional charge

The exceptional charge of #156,000 arises from costs incurred relating to the
demerger of the Group from Reed Executive plc.  No tax relief has been taken for
these costs.

Pre-tax profit

Profit before tax, exceptional item and goodwill amortisation amounted to
#5,227,000 up 20.5% on last year's #4,338,000. Profit attributable to the
acquisition of The Locum Group from 28 May 2002 was #330,000 less interest on
additional borrowings of #44,000.

Taxation

The tax charge for the year was #1,588,000 giving an effective rate of 32.2%.
The effective tax rate on profits, before goodwill amortisation and exceptional
item, was 30.4%.

Earnings per share

Adjusted earnings per share, before exceptional item and goodwill amortisation,
were 7.89p (2001: 6.69p), an increase of 17.9%. This reflects the increase in
pre-tax profits coupled with a modest amount of interest income.  Adjusted
earnings per share, on a fully diluted basis but before exceptional item and
goodwill amortisation, were 7.84p (2001: 6.69p), an increase of 17.2%.

Dividend

The Board has proposed a final dividend of 1.34p per share, which together with
the interim dividend of 0.66p, brings the total dividend for the year to 2.0p.
This represents a yield of 1.4% on the 30 June 2002 share price of 146.5p and a
dividend cover of 3.1 times.  The dividend is payable on 2 December 2002 to
shareholders on the register as at 30 October 2002.

Cashflow

Cashflow from operations amounted to #7.2m (2001: #1.9m). This increase was
achieved through a combination of increased profitability and better working
capital management.  The increase in creditors payable is distorted by certain
one-time amounts totalling #0.8m due to Reed Executive plc, which were settled
subsequent to the year end.  Capital expenditure for the year amounted to
#476,000 and consisted of investment in computer systems hardware and software
to support the business. Dividends, interest, and corporation tax amounted to a
net payment of #1,173,000.

Acquisition

On 28 May 2002 the Company purchased The Locum Group on a debt free basis for
#33.7m, net of expenses of #0.8m.

To satisfy the consideration payable, the Company raised #21.8m, net of share
issue expenses of #0.6m, from the issue of 14.9m new ordinary shares, drew down
new bank facilities of #8.0m and utilised #4.7m of existing cash balances.

Equity shareholders' funds

Equity shareholders' funds increased from #7.5m in 2001 to #31.5m in 2002
reflecting net proceeds from the share issue in the year of #21.8m and retained
earnings of #2.2m after dividends of #1.1m.

Treasury

Net debt at the end of the year was #6,861,000 giving a modest gearing of 21.8%.

                                    - Ends -

For further information, please contact:

Reed Health Group plc                         020 7834 3181
Christa Echtle, Chief Executive
Desmond Doyle, Group Finance Director

Weber Shandwick Square Mile                   020 7950 2800
Louise Robson or Graham Herring



CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the year ended 30 June 2002
                                                                                   2002                 2001
                                                                                  #'000                #'000
Group turnover - continuing
Existing operations                                                              73,498               66,776
Acquired operations                                                               4,847                    -
                                                                                 ------               ------

Group turnover - continuing                                                      78,345               66,776
Cost of sales                                                                  (63,180)             (55,509)
                                                                                 ------               ------

Gross profit                                                                     15,165               11,267
Administrative expenses                                                        (10,274)              (6,884)

                                                                                 ------               ------
Operating profit before goodwill
amortisation and exceptional item                                                 5,179                4,383
Goodwill amortisation                                                             (132)                    -
Exceptional item                                                                  (156)                    -
                                                                                 ------               ------
Group operating profit                                                            4,891                4,383
                                                                                 ------               ------

Group operating profit - continuing
Existing operations                                                               4,693                4,383
Acquired operations                                                                 198                    -
                                                                                 ------               ------

Group operating profit - continuing                                               4,891                4,383
Net interest receivable/(payable) and similar charges                                48                 (45)
                                                                                 ------               ------
Profit on ordinary activities before taxation                                     4,939                4,338

Tax on profit on ordinary activities                                            (1,588)              (1,344)
                                                                                 ------               ------

Profit for the financial year                                                     3,351                2,994

Dividends/contributions to group                                                (1,094)              (2,779)
                                                                                 ------               ------

Retained profit for the year                                                      2,257                  215
                                                                                 ======               ======


Earnings per share                                                                    P                    P
Basic                                                                              7.27                 6.69
Diluted                                                                            7.22                 6.69

Adjusted earnings per share before goodwill amortisation
and exceptional item

                                                                                 ------               ------
Basic                                                                              7.89                 6.69
Diluted                                                                            7.84                 6.69
                                                                                 ------               ------



There were no recognised gains or losses other than those noted in the
consolidated profit and loss account.  There were no differences between
historical cost profit and losses and the figures noted in the consolidated
profit and loss account.

Prior year comparatives in all instances have been stated on a pro forma basis.



CONSOLIDATED BALANCE SHEET
As at 30 June 2002
                                                                                        2002              2001
                                                                                       #'000             #'000

Fixed assets
Intangible assets                                                                     31,437                 -
Tangible assets                                                                        1,075               438
                                                                                      ------            ------
                                                                                      32,512               438
                                                                                      ------            ------

Current assets
Debtors due within one year                                                           19,702            10,934
Cash at bank and in hand                                                               1,139               296
                                                                                      ------            ------
                                                                                      20,841            11,230


Creditors: amounts falling due within one year                                      (19,692)           (4,187)
                                                                                      ------            ------

Net current assets                                                                     1,149             7,043
                                                                                      ------            ------


Total assets less current liabilities                                                 33,661             7,481

Creditors: amounts falling due after more than one year                              (2,131)                 -

Provisions for liabilities and charges                                                  (12)               (3)
                                                                                      ------            ------

Net assets                                                                            31,518             7,478
                                                                                      ======            ======


Capital and reserves
Called up share capital                                                                1,193               895
Share premium account                                                                 21,485                 -
Merger reserve                                                                         6,317             6,317
Capital redemption reserve                                                                51                51
Profit and loss account                                                                2,472               215
                                                                                      ------            ------

Equity shareholders' funds                                                            31,518             7,478
                                                                                      ======            ======



CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 June 2002
                                                                                       2002               2001
                                                                                      #'000              #'000

Net cash inflow from operating activities                                             7,212              1,910
Returns on investment and servicing of finance                                           48               (45)
Taxation paid                                                                         (926)            (2,530)
                                                                                     ------             ------

                                                                                      6,334              (665)
                                                                                     ------             ------


Capital expenditure and financial investment
Payments for tangible fixed assets                                                    (476)              (337)
                                                                                     ------             ------


Acquisitions and disposals
Purchase of subsidiary undertakings                                                (34,486)                  -
Cash acquired with subsidiary undertakings                                               24                  -
                                                                                     ------             ------

                                                                                   (34,462)                  -
                                                                                     ------             ------

Equity dividends/contributions paid                                                   (295)            (2,779)
                                                                                     ------             ------

Net cash outflow before financing                                                  (28,899)            (3,781)
                                                                                     ------             ------

Financing
New bank loans                                                                        9,000                  -
Financing costs paid                                                                   (41)                  -
Repayment of bank loans                                                             (1,000)                  -
Contribution from group                                                                   -              4,077
Issue of ordinary shares                                                             22,366                  -
Expenses of share issue                                                               (583)                  -
                                                                                     ------             ------

                                                                                     29,742              4,077
                                                                                     ------             ------

Increase in cash                                                                        843                296
                                                                                     ======             ======




NOTES TO THE PRELIMINARY RESULTS
30 June 2002

1.   ACCOUNTING POLICIES

     The transfer of Reed Health Limited and its subsidiaries to Reed Health Group
     plc has been accounted for in accordance with the principles of merger
     accounting as set out in FRS6 "Acquisitions and Mergers". The financial
     statements are therefore presented as if Reed Health Limited and its
     subsidiaries had been owned and controlled by Reed Health Group plc throughout.

     Reed Health Limited was created through an internal reorganisation within Reed
     Executive plc which resulted in the transfer to it of Reed Executive's health
     activities with effect from 11 May 2001. The health activities included both
     subsidiary companies and certain unincorporated business activities of Reed
     Executive plc, which were themselves subject to reorganisation prior to
     transfer.  Reed Health Limited and its subsidiaries were acquired by Reed Health
     Group plc on 4 July 2001.

     Comparatives have been prepared as if the continuing operations of Reed Health
     Group plc were in existence for the whole of 2000 and 2001.

     The Locum Group Limited and all its subsidiary undertakings have been accounted
     for at 30 June 2002 using acquisition accounting. The results of subsidiary
     undertakings acquired during the financial year are included from the effective
     date of acquisition on 28 May 2002.

     The preliminary announcement was approved by the Board of Directors and agreed
     with the Company's auditors on 9 September 2002.  It is not the Company's annual
     report.  The annual report has not yet been approved but will be sent to
     shareholders at least twenty working days prior to the Company's Annual General
     Meeting and will be filed with the Registrar of Companies.

2.   SEGMENTAL REPORTING

     Turnover, cost of sales, gross profit, administrative expenses, goodwill
     amortisation, exceptional item and operating profit are analysed between
     continuing existing and acquired operations in the period:

     2002                                                           Continuing        Continuing             Total
                                                                      Existing          Acquired             Group
                                                                         #'000             #'000             #'000

     Turnover                                                           73,498             4,847            78,345
     Cost of sales                                                    (59,346)           (3,834)          (63,180)
                                                                        ------            ------            ------

     Gross profit                                                       14,152             1,013            15,165
     Administrative expenses                                           (9,303)             (683)           (9,986)
     Goodwill amortisation                                                   -             (132)             (132)
     Exceptional item                                                    (156)                 -             (156)
                                                                        ------            ------            ------


     Group operating profit                                              4,693               198             4,891
                                                                        ======            ======            ======


     2001                                                           Continuing        Continuing             Total
                                                                      Existing          Acquired             Group
                                                                         #'000             #'000             #'000

     Turnover                                                           66,776                 -            66,776
     Cost of sales                                                    (55,509)                 -          (55,509)
                                                                        ------            ------            ------


     Gross profit                                                       11,267                 -            11,267
     Administrative expenses                                           (6,884)                 -           (6,884)
                                                                        ------            ------            ------


     Group operating profit                                              4,383                 -             4,383
                                                                        ======            ======            ======

     All Group turnover is derived from the United Kingdom.  The Directors consider all operations to form one class of 
     business.

3.   TAXATION
                                                                                   2002              2001
                                                                                  #'000             #'000
     United Kingdom Corporation Tax
     Current tax on income for the year                                           1,591             1,341
     Deferred taxation - net (reversal)/origination of timing differences           (3)                 3
                                                                                 ------            ------
     Tax on profit on ordinary activities                                         1,588             1,344
                                                                                 ======            ======

     Profit on ordinary activities before taxation                                4,939             4,338
                                                                                 ------            ------

     Theoretical UK Corporation Tax rate of 30%                                   1,482             1,301
     Effects of:
     Goodwill amortisation not tax deductible                                        40                 -
     Other expenditure not tax deductible                                            66                43
     Accelerated capital allowances                                                   3               (3)
                                                                                 ------            ------
                                                                                  1,591             1,341
                                                                                 ======            ======

4.   DIVIDENDS
                                                                                         2002                 2001
                                                                                        #'000                #'000

     Interim dividend paid of 0.66p per share                                             295                    -
     Proposed ordinary equity final dividend of 1.34p per share                           799                    -
     Contributions to group                                                                 -                2,779
                                                                                       ------               ------
     Total dividend in period                                                           1,094                2,779
                                                                                       ======               ======

5.   EARNINGS PER SHARE

     Basic earnings per share is calculated using the earnings
     attributable to ordinary shareholders and the weighted average number of
     ordinary shares in issue during the year.

     Diluted earnings per share is calculated by adjusting the ordinary shares in
     issue by the potential dilutive effect of share options.

     There are no other potentially dilutive categories other than share options.

     The basis of the earnings and weighted average number of shares used in the
     calculations are set out below:

                                                 2002                                     2001
     
                                                Weighted                                  Weighted
                                                 average                                   average
                                               number of                                 number of
                                 Earnings         shares           EPS      Earnings        shares              EPS
                                   #'000s          '000s         pence        #'000s         '000s            pence

     FRS3 Basis
     Basic earnings per share       3,351         46,126          7.27         2,994         44,733            6.69
     Dilutive effect of                
      options                           -            281        (0.05)             -              -               -
                                    -----          -----         -----         -----          -----           -----
     Diluted earnings per
      share                         3,351         46,407          7.22         2,994         44,733            6.69
                                    =====          =====         =====         =====          =====           =====

     Adjusted to exclude 
     goodwill amortisation and 
     exceptional item
     Basic - FRS3 Basis             3,351         46,126          7.27         2,994         44,733            6.69
     Exceptional item                 156              -          0.34             -              -               -
     Goodwill amortisation            132              -          0.28             -              -               -
                                    -----          -----         -----         -----          -----           -----
     Adjusted basic earnings
      per share                     3,639         46,126          7.89         2,994         44,733            6.69
                                    =====          =====         =====         =====          =====           =====

     Diluted - FRS3 Basis           3,351         46,407          7.22         2,994         44,733            6.69
     Exceptional item                 156              -          0.34             -              -               -
     Goodwill amortisation            132              -          0.28             -              -               -
                                    -----          -----         -----         -----          -----           -----
     Adjusted diluted
     earnings                       3,639         46,407          7.84         2,994         44,733            6.69
      per share
                                    =====          =====         =====         =====          =====           =====

6.   RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS' FUNDS
                                                                                           2002             2001
                                                                                          #'000            #'000

     Total recognised gains relating to the year                                          3,351            2,994
     Dividends/contributions to group                                                   (1,094)          (2,779)
     Net proceeds of share issue                                                         21,783              895
                                                                                          -----            -----
     Increase in shareholders' funds                                                     24,040            1,110
     Opening shareholders' funds                                                          7,478            6,368
                                                                                          -----            -----
     Closing shareholders' funds                                                         31,518            7,478
                                                                                          =====            =====


7.a) RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES
                                                                          
                                                                                           2002             2001
                                                                                          #'000            #'000

     Operating profit                                                                     4,891            4,383
     Amortisation of intangible assets                                                      132                -
     Depreciation of tangible fixed assets                                                  237              108
     Loss on disposal of tangible fixed assets                                                7                -
     Working capital movements
          Debtors                                                                       (1,068)          (5,022)
          Creditors                                                                       3,013            2,441
                                                                                          -----            -----
     Net cash inflow from continuing operating activities                                 7,212            1,910
                                                                                          -----            -----


7.b) RETURNS ON INVESTMENT AND SERVICING OF FINANCE
                                                                                           2002             2001
                                                                                          #'000            #'000

     Interest received                                                                       92                -
     Interest paid                                                                         (44)             (45)
                                                                                          -----            -----
                                                                                             48             (45)
                                                                                          -----            -----

7.c) RECONCLILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
                                                                                           2002             2001
                                                                                          #'000            #'000

     Increase in cash                                                                       843              296
     New loans                                                                          (9,000)                -
     Repayment of loans                                                                   1,000                -
                                                                                          -----            -----
     (Increase)/reduction in net (debt)/funds                                           (7,157)              296
     Opening net funds                                                                      296                -
                                                                                          -----            -----
     Closing net (debt)/funds                                                           (6,861)              296
                                                                                          -----            -----

7.d) ANALYSIS OF NET FUNDS/(DEBT)
                                                                             Acquisition of
                                                                                 subsidiary
                                                                  Cash       excluding cash    
                                           1 July 2001            flow        and overdraft    30 June 2002
                                                 #'000           #'000                #'000           #'000
                                                                 
     Cash at bank and in hand                      296             843                    -           1,139
     Bank overdraft                                  -               -                    -               -
     Cash                                          296             843                    -           1,139
                                                ------          ------               ------          ------
     Borrowings                                      -         (8,000)                    -         (8,000)
                                                ------          ------               ------          ------
     Net funds/(debt)                              296         (7,157)                    -         (6,861)
                                                ------          ------               ------          ------

     
8.   ANNUAL REPORT

     The Annual Report will be sent to all shareholders in due course and will be
     available from the Group's registered office, 7 St George's Square, London SW1V 2HX.



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

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