RNS Number:5922G
Sinclair (William) Holdings PLC
20 December 2004


WILLIAM SINCLAIR HOLDINGS plc

PRELIMINARY STATEMENT OF REVISED RESULTS FOR THE YEAR ENDED 30 JUNE 2004
SUMMARY OF RESULTS
UPDATE ON TRADING FOR THE CURRENT YEAR


                                               Year ended 30          Restated
                                                   June 2004        Year ended
                                                                  30 June 2003

                                                          #m                #m

* Turnover - Group                                     44.17             51.34
           - Continuing Business                       44.17             45.26

* Profit after Interest and before Taxation
  and Exceptional Charges  - Group                      1.15              1.63
                           - Continuing Business*       1.15              0.72

* Profit/(Loss) Before Taxation                         1.15            (10.60)

* Earnings Per Share before Exceptional
  Charges for Continuing Group                          4.9p              2.30p

* Earnings Per Share before Exceptional Charges         4.9p               5.2p

* Earnings/(Loss) Per Share                             4.9p             (50.3)p

* Dividend Per Share                                   3.75p              6.00p

* on a proforma basis


CHAIRMAN'S STATEMENT

As announced on 25 October 2004, the Company had, as a result of its own
internal review, identified certain accounting irregularities within its
Horticultural business.

The details of the findings are reported later in my statement. However the main
points arising out of the investigation are:

i)   The net assets of the Group are reduced by #1.3m after tax.
ii)  Cumulatively to 30 June 2002 the impact was #628,000 after tax. In the year
     ending 30 June 2003 the reduction was #550,000 after tax. In addition for 
     the year ended 30 June 2004 the investigation revealed that profits had 
     been overstated by #179,000 after tax. 
     Having established the cumulative position at the 30 June 2002, the Board 
     has taken the view that it would not be an appropriate use of Company 
     resources in terms of both time and cost to investigate prior years. 
     However, it is likely that irregularities were present in the years prior 
     to the year ending 30 June 2002. The financial impact of any irregularities
     in earlier years is covered within the cumulative figure of #628,000, after
     tax, referred to above.
iii) There was no effect on the cash position

Following the sale of the business and assets of Sinclair Animal and Household
Care Limited ("SAHC") in November 2002, the results for the year to June 2004
reflect solely the activity of the Horticultural business.

The performance of the Group for the year ended 30 June 2004 did not meet our
original expectations and following the poor spring weather, the Board issued a
trading statement on 7 June 2004. However, despite these difficult trading
conditions the continuing Group's performance was, on a restated basis, ahead of
the previous year.

On a turnover of #44.2m (2003 #51.3m), profits after interest but before
exceptional items and taxation were #1.15m (restated 2003 #1.63m). The results
for the comparative period include those of SAHC for the period prior to
disposal. The comparative restated results for the continuing Group, on a pro
forma basis, were a turnover of #45.3m and a profit after interest but before
tax and exceptional items of #0.72m

There are no exceptional items for the year ended 30 June 2004.

The on going review of the central cost structure announced at the time of the
disposal of SAHC resulted in further cost reductions. Whilst not separately
disclosed central costs are now 55% of the level they were prior to the disposal
of SAHC.

During the year we have continued to place emphasis on working capital
management. Stock levels have reduced despite the higher peat stocks following
the good harvest last summer. Unfortunately the later phasing of sales, and the
realignment of creditors from the unusually high position at last year end, has
impacted upon year end net cash which was #1.1m below last year. Following the
year end the net cash position for the end of July and August was better than
the same period last year.

Earnings per share before exceptional items were 4.9p (restated 2003 5.2p). On a
pro-forma basis, excluding discontinued operations, earnings per share in 2003,
before exceptional items, were 2.30p. Restated earnings per share after
exceptional items in 2003 were a loss of 50.3p.

In light of the Group's performance for the year the Board will not be
recommending a final dividend. The two interim dividends paid, 1.5p in May 2004
and 2.25p in November 2004, result in a total dividend paid in the year of 3.75p
(2003: 6.0p). The dividend for the year is covered 1.3 times.

Full implementation of Financial Reporting Standard No 17 ("FRS17") was intended
to be mandatory for companies with accounting periods ending on or after 22 June
2003. However, full implementation has been deferred until accounting periods
commencing on or after 1 January 2005. Although not currently recognised in the
balance sheet of the Group, the FRS17 deficit of the fair value of the assets
against the present value of the liabilities for the defined benefit element of
the Group's pension scheme has remained at the level of #6.5m stated in the
Interim Report.

The defined benefit element of the scheme has been closed to new entrants since
1996. At the last actuarial valuation dated 6 April 2001, the actuarial value of
the assets represented 106% of the benefits which had accrued to members. The
next actuarial valuation dated 6 April 2004 is in the process of completion but
the results will not be finalised until later in the year. Initial indications
are that the actuarial funding rate, which impacts on profitability, will
increase marginally from that calculated as part of the interim funding review
completed last year. However, on a Minimum Funding Rate basis, additional cash
contributions will be required to fund the deficit. These will have no impact on
profitability.

On 1 September 2004 the Board appointed Bill Simpson as Senior Independent
Non-Executive Director. Bill was, until 2002, Chief Executive of Silentnight
Holdings PLC. He brings with him a wealth of experience in marketing consumer
products, a quality vital to the Group as it faces the challenges ahead. In
addition, he meets the requirement of independence and experience in Governance
as required by the revised Combined Code.

Charles Ouin who has been a Non-Executive Director since 1988 retired on 27
October 2004. Charles has made a valuable contribution to the Group and I
express the gratitude of the Board for his commitment and service.

In what has been a difficult year I would like to thank our employees for their
effort, resourcefulness and commitment.

Accounting Irregularities

The preparation of the September 2004 management accounts was conducted by the
Finance Director following the dismissal of the Financial Controller of the
Horticulture business. It was during the preparation of these accounts that
concern was raised relating to accounting entries within accruals. Accruals
generally represent goods and/or services that have been received by a company
for which that company has not yet received an invoice.

An immediate internal review of the current position and that at 30 June 2004
was implemented. As a consequence the Company appointed professional advisors to
undertake a full investigation into the irregularities.

The investigation concluded that the impact of the irregularities is principally
in the three years ending 30 June 2004, but, based on the nature of some of the
areas of under performance outlined below, it is likely that earlier years were
also affected. The problem arose as a consequence of book entries made the
effect of which was to reduce accruals and increase the reported profit of the
Horticulture business.

The investigation was able to determine the amounts by which accruals had been
reduced in the balance sheets at 30 June 2002, 2003 and 2004. The investigation
also identified certain areas of the business where an adverse or under
performance had occurred or where errors had been made, and which had been
masked by the reduction in accruals.

As reported earlier in my statement the Board also concluded that having
established the cumulative positions at 30 June 2004, 2003 and 2002, it would
not be an appropriate use of time or monies to go back to earlier years.

The areas of under performance or error, in the Horticulture business, are as
follows:

* Historically the business operated in both the landscape and retail
  bark markets. During the year ended 30 June 2003 the business withdrew from 
  the supply to the landscape market. The servicing of that market involved the
  business buying in, processing and despatching in bulk large quantities of 
  bark. In addition large volumes are bagged for retail customers. During 2002 
  and 2003 the business was incorrectly accounting for stock at its bark 
  processing site in Flimby, Cumbria. It is believed that this was due to a 
  failure to properly account for wastage during the processing operation and to
  the use of incorrect standard costs. It could also have been due to the 
  failure to correctly convert from tonnes (the unit of measure of purchase) to
  cubic metres (the unit of measure of sale). Despite this apparent 
  overstatement of profit the landscape market was not providing an adequate 
  return and as stated above, the business withdrew during 2003. In addition in 
  the year ended 30 June 2004, the bagging operation was transferred to the main
  processing site at Boothby.

* Following the fire at Boothby in August 2003 peat from our Scottish
  Mosses which would normally have been despatched to Boothby for processing was
  sent to Lincoln, via Boothby, in order to maintain production. Evidence
  indicates that in the immediate aftermath of the fire certain volumes of peat
  were double counted, once for the movement to Boothby and again when it was 
  sent to Lincoln. This error had the impact of increasing profit in the year 
  ending 30 June 2003.

* The investigation revealed that accruals, including those for haulage,
  at 30 June 2002 were under-stated and hence profit for the year ended 30 June
  2002 was over-stated. In the following year when the invoices were received 
  they were processed normally to the accounting records, and would have reduced
  profits for the year ending 30 June 2003. However, costs were removed from the
  profit and loss account in the form of reduced accruals both at 30 June 2003 
  and 30 June 2004.

* As part of the review, prior to the appointment of advisors, the
  Company identified that the materials and haulage costs in the year to 30 June
  2004 were under-stated. These costs reduced pre-tax profits for the current 
  year by #255,000.

The Board has concluded that the accounting irregularities would have been
identified earlier if there had been an internal audit of the balance sheet. The
irregularities were not detected by the procedures undertaken by the Company's
external auditors.

Procedures are to be implemented by the Board to ensure that the balance sheet
of the Horticulture business is, in future, reviewed on a regular basis.

Annual General Meeting

The Annual General Meeting of the Company was held on 28 October 2004 but was
adjourned before any of the business of the meeting was conducted. A notice
re-convening the meeting for 27 January 2004 is attached. In consequence of this
being a re-convened meeting the original resolutions are required to stand.

Trading Review for the year ended 30 June 2004

The highly competitive nature of both our retail and professional markets
continued to reduce prices and margins. However, following the good peat harvest
in the summer of 2003 the need to import more expensive Baltic peat was
eliminated. Additionally, as outlined in last year's Annual Report, the business
suffered a significant increase in insurance costs.

The influence of the poor gardening weather during the March to May period
affected consumer demand and thus the opportunity for growth.

The cold wet March significantly reduced demand, particularly in the retail
market, below that of previous year; a feature reflected by the performance of
many of our retailers. Inroads into the shortfall were made in late April and
May, but the lower than anticipated level of consumer activity in the later May
Bank Holiday resulted in this uplift being insufficient to offset the earlier
March shortfall. The erratic nature of our retail trade is demonstrated by
comparing sales in March and May 2004 with the same months of the previous year.
In March 2004 sales were 30% down on the previous year. In May 2004 they were
30% up on the previous year.

Despite the difficult season our market position within our major retail core
sectors was maintained. Sales volumes of the J Arthur Bower's range of peat
based composts were at very similar levels to the previous year. Sales volumes
of our non-peat compost, under the New Horizon brand, showed a year on year
increase of 5%. Overall, sales of own label products were below those of the
previous year.

Within the professional market sales of the Sinclair range of products,
primarily growing media, were marginally below the level achieved in the
previous year. Fluctuations in demand were not so marked within this market.
However, demand weakened as the season progressed due to lower plant sales from
retail outlets which reduced the demand for replacement stock from the growers.

Sales of the Klassman range of products, through the joint sales and marketing
agreement with Klassman-Deilmann GmbH met expectations. A significant proportion
of this range is sold to growers of edible crops and was thus less affected by
the influence of the weather.

The sales and profitability of our export activities were down on the previous
year, once again influenced by the further strengthening of sterling against the
US dollar and the continuing disturbance in our Middle East markets.

During July and August 2003 and May and June 2004, the major months for peat
harvesting, the weather was in the main favourable. As a result we achieved a
better than budgeted harvest in the UK which negated the need to import the more
expensive peat from our Estonian operations.

The position of Bolton Fell as a possible candidate for designation as a Special
Area of Conservation remains unchanged and the Board await further clarification
from English Nature and The Department of the Environment Food and Rural Affairs
as to future developments in order that appropriate discussion can take place.

The availability of quality re-cycled materials, made possible by our 50 percent
share in Freeland Horticulture Limited, has enabled the Group to develop further
non-peat alternatives in the production of growing media. In addition Freeland
continues to develop and strengthen our position in the supply of topsoils to
the landscaping and construction industries. Whilst reporting an improved
trading performance when compared to the previous full financial year, the
results of Freeland were also adversely impacted by the poor weather.

Trading conditions within our respective retail and professional markets will
remain difficult and thus the pressure on pricing and margins will continue. The
business continues to constantly examine all aspects of its operations in order
to increase efficiency and/or reduce costs.

Investment in the Future

Over the next 18 months investment is planned at the Group's Lincoln site.
During 2004 eight acres of industrial storage space, in very close proximity to
the factory, was purchased. The additional space will remove bottlenecks at the
original Lincoln site and allow us to re-plan methods of production and
distribution. A major investment in new production machinery, planned for the
summer of 2005, will provide increased production capacity and a more efficient
process.

Peat remains an important ingredient within the Group's range of products for
both the retail and professional markets. However, it is a finite resource and
thus has to be conserved for those uses where no suitable substitution has yet
been found. Your Group will continue to be proactive in developing alternatives
to peat and the investment in Freeland is an integral part of this strategy.
Within the retail gardening market there is an emerging consumer base who prefer
to purchase a non-peat product and, in addition, seeks to use organic or
environmentally friendly products. This autumn we launched, under the New
Horizon banner, a product range which consists of non-peat composts, soil
conditioners, plus organic plant foods and pest repellents, based on naturally
occurring substances. Whilst the J Arthur Bower's brand and product range will
remain the major driver in the retail market, the New Horizon range of products
gives the consumer choice and provides growth prospects for the future.

Within the professional market we will further extend the product offering to
growers through a strengthening of the relationship with Klassman-Deilmann GmbH.
An extended range of growing media is planned to be made available to the Group
which will provide the opportunity of widening our customer base.

Board

The Board has been reviewing the structure and composition of the Board, a
review focussed on achieving two objectives. Firstly a structure appropriate to
the Group now being a single business and secondly to ensure that we have the
strength, skills and organisation to deal with the challenge of growing the
business. The review was concluded at the end of September and as a result the
Group is in the process of recruiting a Chief Executive experienced in the
consumer retail market and who has demonstrated strength within the sales and
marketing disciplines. Following this appointment I will return to the role of
Non-Executive Chairman. Also at the end of September Steve Rowland, Finance
Director, indicated his intention to pursue opportunities elsewhere and we are
seeking his replacement.

Current Trading and Future Prospects for the Year Ending 30 June 2005

The profits of the Group for the current financial year are likely to be below
those restated and reported for the year ending 30 June 2004. The Board believes
that the dividend policy should continue to reflect earnings.

The Group, like many manufacturing companies in the UK, is experiencing
increases in input costs as a consequence of the high oil price and its impact
on the price of both materials and services purchased by the Group. We are
seeking every opportunity to mitigate these by price increases but given the
highly competitive nature of our market place such opportunities are restricted.

One of the major risk areas for the Group is the impact of weather on the
selling and harvesting season. As a consequence of the abnormal rainfall levels
experienced in the UK during July August and September the volumes of peat
harvested have been significantly below expectations. Although the lack of
harvest will not affect our ability to supply the market place following a stock
build in the year to 30 June 2004, we will be unable, in this financial year, to
absorb into stock the direct costs associated with our peat harvesting activity
and we will incur additional expenditure.

The autumn months normally see an uplift in consumer activity within the garden
market. Whilst not large, when compared to spring levels, it does provide a
sales opportunity for the Group's products. The retail garden market has been
disappointing this autumn and as a consequence sales have not met our
expectations.

We have been exporting horticultural products to the Middle East for a number of
years. For the past twelve months we have been working with our distribution
partner on a project which would increase our level of activity in the market.
This was planned to be fully operational in the present financial year. However,
changes in import regulations have delayed the planned implementation and thus
the full financial benefit will not occur until the next financial year.

Whilst recognising the difficult trading conditions and the impact adverse
weather can have, the present level of performance from the Group's assets of
#15.6m, the strength of its brands and its raw material reserves, is not
satisfactory. The Board, strengthened by the skills the new appointments will
bring, is clearly focused on driving the change necessary to seek and maximise
opportunities in order to deliver an improved performance.


Peter Barton
Executive Chairman                                              20 December 2004


Enquiries:
Peter Barton, Executive Chairman                                    01522 537561
Stephen Rowland, Finance Director                                   01522 537561



Consolidated Profit and Loss Account for the year ended 30 June 2004
 
                     Notes                 Restated                   Restated
                                  2004         2003           2003        2003
                                 Total       Normal   Exceptionals       Total  
                                 #'000        #'000          #'000       #'000
Turnover
Group and share of
joint ventures                  45,260       52,020              -      52,020

Less share of joint
ventures turnover               (1,088)        (680)             -        (680)

                            ----------   ----------     ----------   ---------
                                44,172       51,340              -      51,340
                            ----------   ----------     ----------   ---------

Turnover
Continuing operations   1       44,172       45,264              -      45,264
Discontinued operations              -        6,076              -       6,076
                           -----------  -----------    -----------  ----------
                                44,172       51,340              -      51,340
                            ----------  -----------    -----------  ----------

Operating Charges              (42,808)     (49,525)          (101)    (49,626)
                           -----------  -----------    -----------  ----------
Operating profit
Continuing operations  1         1,364          900           (101)        799
Discontinued operations              -          915              -         915
                           -----------  -----------    -----------  ----------
                       1/2       1,364        1,815           (101)      1,714
Share of operating
profit of joint
ventures                            81           50              -          50
                           -----------   ----------    -----------  ----------
                                 1,445        1,865           (101)      1,764

Loss on disposal/
closure of
discontinued
businesses                           -            -         (1,983)     (1,983)

Profit on sale of
properties relating to                    
discontinued 
businesses                           -            -            305         305 

Goodwill writeback on
disposal/closu re of
discontinued                   
businesses                           -            -        (11,450)    (11,450)

Profit arising on 
assets replaced as
part of insurance                     
claim                                -            -          1,000       1,000
                           -----------   ----------   ------------  ----------
Profit/(loss) on 
ordinary activities
before interest                  1,445        1,865        (12,229)    (10,364)


Net interest payable              (295)        (234)             -        (234)
                           -----------   ----------   ------------  ----------

Profit/(loss) on 
ordinary activities
before taxation        1         1,150        1,631        (12,229)    (10,598)

Taxation on profit/
(loss) on ordinary
activities                        (339)        (528)           543          15
                           -----------   ----------   ------------  ----------

Profit/(loss) for the
financial year                     811        1,103        (11,686)    (10,583)

Dividends              8          (621)        (994)             -        (994)
                           -----------   ----------   ------------  ----------
Retained profit/(loss)
for the year                       190          109        (11,686)    (11,577)
                                ======      =======       ========    ========
Basic earnings/(loss)
per share              4           4.9p         7.9p         (55.6)p     (50.3)p



Statement of Historical Cost Profits and Losses for the year ended 30 June 2004
                                                      
                                                                     Restated
                                                        2004             2003
                                                       #'000            #'000
Reported profit/(loss) on ordinary activities
before taxation                                        1,150          (10,598)

Realisation of revaluation gains of previous
years                                                      -               72

Difference between actual depreciation charge
based on revalued amount and an historical
cost charge                                               53               48
                                               --------------   -------------
Historical cost profit/(loss) on ordinary
activities before taxation                             1,203          (10,478)
                                                    ========         ========
Historical cost profit/(loss) for the year
after taxation and dividends                             243          (11,457)
                                                    ========          =======



Statement of Total Recognised Gains and Losses for the year ended 30 June 2004

                                                                      Restated
                                                           2004           2003
                                                          #'000          #'000

Profit for the financial year                               811        (10,583)
                                                          -----     ----------

Total recognised gains and losses relating to the year      811        (10,583)
                                                                        ======
Prior year adjustment (note 6)                           (1,178)
                                                          -----
Total gains and losses recognised since last financial
statements                                                 (367)
                                                          =====



Consolidated Balance Sheet as at 30 June 2004

                                                                     Restated
                                                          2004           2003
                                                         #'000          #'000
Fixed assets
Tangible assets                                         10,157          9,858
Investments                                              1,516          1,476
                                                  ------------   ------------
                                                        11,673         11,334
                                                  ------------   ------------

Current assets
Property held for resale                                     -            675
Stocks                                                   5,262          5,856
Debtors                                                 10,885         11,534
Cash at bank and in hand                                 1,614          2,678
                                                  ------------   ------------
                                                        17,761         20,743
                                                  ------------   ------------
Creditors: amounts falling due within one year
Borrowings                                                (207)          (350)
Other creditors                                        (12,623)       (15,406)
                                                  ------------   ------------
                                                       (12,830)       (15,756)
                                                  ------------   ------------
Net current assets                                       4,931          4,987
                                                  ------------   ------------
Total assets less current liabilities                   16,604         16,321

Creditors: amounts falling due after                      
more than one year                                        (179)             -
Provisions for liabilities and charges                    (767)          (853)
                                                  ------------   ------------
Net assets                                              15,658         15,468
                                                       =======        =======
Capital and reserves
Called up equity share capital                           4,139          4,139
Capital redemption reserve fund                          1,523          1,523
Revaluation reserve                                      1,702          1,702
Other reserves                                             176            176
Profit and loss account                                  8,118          7,928
                                                  ------------   ------------
Equity shareholders' funds                              15,658         15,468
                                                       =======        =======



Consolidated Cash Flow Statement for the year ended 30 June 2004

                                                              2004        2003
                                                             #'000       #'000

Cash flow from operating activities                          2,098       3,157
Returns on investments and servicing of finance               (269)       (264)
Taxation                                                      (458)       (615)
Acquisitions and disposals                                    (600)      3,875
Capital expenditure and financial investment                  (877)        814
Equity dividends paid                                         (994)     (1,064)
                                                         ---------   ---------
Cash (outflow)/inflow before financing                      (1,100)      5,903
Net cash flow from financing                                   100      (7,356)
                                                         ---------   ---------
Decrease in cash in the year                                (1,000)     (1,453)
                                                             =====       =====


Reconciliation of net cash flow to movement in net funds

Decrease in cash in the year                                (1,000)     (1,453)
Cash (inflow)/outflow from change in debt                     (100)      3,357
                                                         ---------   ---------
Movement in net funds in the year                           (1,100)      1,904
Net funds at 1 July 2003                                     2,328         424
                                                         ---------   ---------
Net funds at 30 June 2004                                    1,228       2,328
                                                            ======      ======



Notes to the Financial Statements

1. Segmental information

a) by class of business

                             Turnover    Profit Before Taxation    Net Assets
                                                    Restated           Restated
                           2004      2003      2004     2003      2004     2003
                          #'000     #'000     #'000    #'000     #'000    #'000

Continuing Operations    44,172    45,264     1,364      799    13,517   12,201

Discontinued Operations       -     6,076         -      915         -      (75)
                      ---------   -------    ------   ------    ------   ------
                         44,172    51,340     1,364    1,714    13,517   12,126
                          =====     =====                        =====    =====
Share of operating 
profit of joint 
ventures                                         81       50
                                             ------    -----
                                              1,445    1,764

Loss on disposal/closure of
discontinued businesses                           -   (1,983)

Profit on sale of 
properties relating to
discontinued businesses                           -      305

Goodwill writeback on
disposal/closure of
discontinued businesses                           -  (11,450)

Profit arising on assets
replaced as part of
insurance claim                                   -    1,000
                                          ---------   ------
                                              1,445  (10,364)

Net interest payable                           (295)    (234)
                                          ---------  -------
                                              1,150  (10,598)
                                              =====    =====


                          2004        2003
                         #'000       #'000
b) by geographical market

United Kingdom          41,234      48,259

Europe                     421         363

Middle and Far East      2,512       2,696

Other                        5          22
                     ---------   ---------
                        44,172      51,340
                         =====       =====

Turnover originates wholly within the United Kingdom


2. Exceptional Items                                
a) Operating exceptional items                                 2004     2003
                                                               #000     #000

Property revaluation                                              -     (101)
                                                              =====    =====
b.) Non-operating exceptional items

The prior year loss on disposal of discontinued businesses of #1.98m and the
goodwill write-back on discontinued businesses of #11.4m relates to the
business and assets of Sinclair Animal and Household Care Limited. The
goodwill write-back has no impact on net assets as this was previously written
off to reserves.


3. Cash flow from operating activities                                Restated
                                                             2004         2003
                                                            #'000        #'000

Operating profit                                            1,364        1,714
Depreciation                                                1,241        1,468
Loss/(profit) on disposal of fixed assets                       5           (8)
Loss on property held for resale                                7            -
Decrease/(increase) in stocks                                 594         (432)
Decrease/(increase) in debtors                                723         (823)
(Decrease)/increase in creditors                           (2,092)       1,343
Movement in provisions                                          -         (702)
Adjustment to value of properties held for resale               -          101
Increase in amounts due to joint ventures                     256          496
                                                         --------     --------
                                                            2,098        3,157
                                                            =====        =====


4. Earnings per share

Basic earnings/(loss) per ordinary share have been calculated by reference to
profits of #811,000 (2003 restated: losses #10,583,000) and the average number
of ordinary shares in issue of 16,554,046 (2003: 21,029,279).

Basic earnings/(loss) per share before and after exceptional items have been
calculated as follows:
                                                             Restated
                                                 2004            2003
                                                    p               p

Earnings/(loss) per share                         4.9           (50.3)
Effect of elimination of:
(i)   Operating exceptional items                   -             0.5
(ii)  Loss on disposal/closure of businesses        -             7.1
(iii) Profit on sale of properties                  -            (1.4)
(iv)  Goodwill write-back                           -            54.4
(v)   Profit on assets replaced as part
      of insurance claim                            -            (3.3)
(vi)  Prior year tax adjustments                    -            (1.8)
                                        --------------  ---------------
                                                  4.9             5.2
                                        --------------  ---------------


5. Reconciliation of movements to shareholders' funds

                                                                      Restated
                                                         2004             2003
                                                        #'000            #'000

Retained loss for the year                                190          (11,577)
Purchase of shares                                          -           (3,999)
Goodwill realised                                           -           11,450
                                                 ------------      -----------
                                                          190           (4,126)
Opening shareholders' funds (originally
#16,646,000 before deducting prior year
adjustment of #1,178,000)                              15,468           19,594
                                                 ------------      -----------
Closing shareholders' funds                            15,658           15,468
                                                      =======          =======


6. Prior year adjustment

The prior year adjustment relates to inappropriate accounting entries within
accruals. At 30 June 2002 and 30 June 2003 the impact, net of taxation, was
#628,000 and #1,178,000 respectively.

7. The principal accounting policies of the Group are set out in the Group's
   2004 Revised Annual Report and financial statements. The policies have 
   remained unchanged from the previous Annual Report.

8. The Directors do not recommend the payment of a final dividend.

9. The figures set out above do not constitute the Company's revised statutory
   accounts for the year ended 30 June 2004. The consolidated balance sheet at 
   30 June 2004 and the consolidated profit and loss account, consolidated cash
   flow statement, statement of historical cost profits and losses, statement of
   total recognised gains and losses and associated notes for the year then
   ended have been extracted from the Company's 2004 revised statutory financial
   statements upon which the auditors' opinion is unqualified and does not
   include any statement under section 237 of the Companies Act 1985. Those 
   revised statutory financial statements have not yet been delivered to the
   Registrar of Companies. The statutory financial statements for the year ended
   30 June 2003 have been delivered to the Registrar of Companies.

10. The re-convened Annual General Meeting of the Company will be held at The
    Bentley Hotel, Newark Road, South Hykeham, Lincoln, LN6 9NH on 27 January 
    2005 at 11.00 am.

11. Copies of this announcement are available from the Company's registered
    office, Firth Road, Lincoln, LN6 7AH during normal office hours.





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

END
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