RNS Number:5561Q
Senior PLC
7 September 2000

Interim Results for the half-year ended 30 June 2000 

 
HIGHLIGHTS 
 
* Sales from continuing operations up 15.5% to #260.3m (1999 - #225.4m) 
* Operating profit from continuing operations, before exceptional costs and
  goodwill amortisation, up 9.3% to #25.9m (1999 - #23.7m) 
* Interim Dividend maintained at 1.84p per share 
* Strategic Review completed 
* New strategy established:  
  -  Specialised Industrial Division to be sold 
  -  Central overhead reduction plan put into effect 
  -  Focus upon Aerospace and Automotive Divisions, with their global blue
     chip customer bases 
  -  New executive management team in place 
 
Commenting on the results, Dr Alan Watkins, Chairman of Senior plc said: 

"This has been a challenging six months for Senior. Our new strategy to
restore the fortunes of the Group is being pursued vigorously and our
prospects in both the aerospace and automotive markets remain encouraging". 

 
For further information please contact: 
 
Senior plc     on 7 September 2000     020 7251 3801 
           
               thereafter 

Dr Alan Watkins, Chairman              01923 714749 
Graham Menzies, Group Chief Executive  01923 714702 
Mark Rollins, Group Finance Director   01923 714709 
 
Finsbury Limited                       020 7251 3801 
 
James Murgatroyd/Morgan Bone 
 
Internet users will be able to view this announcement, together with other
information about Senior plc, on the web site: www.seniorplc.com 
 
You may receive future Senior plc News Releases by post, fax or e-mail. If
you would like to change from the current method please contact Jane Davie at
Finsbury Limited, at the telephone number above, or e-mail your request to
her at daviej@finsbury.com 

 
Note to Editors: 
 
Senior plc is an international engineering group with annual turnover of
approximately #500m. It is the clear global leader in the design, manufacture
and marketing of thin-walled flexible tubing and related high technology
products, serving the aerospace, automotive and specialised industrial
markets. 
 

Interim Statement 2000 

 
Overview
 
The six months to June 2000 saw substantial changes at Senior. Following the
disappointments of last year, including the announcement on 3 December 1999
of accounting irregularities at Ketema, a strategic review was undertaken in
conjunction with our financial advisers. An announcement was made on 1
February 2000 that a number of preliminary approaches for the Group had been
received. 
 
It was subsequently announced on 17 May 2000, however, that none of these
preliminary approaches had resulted in a formal offer being made for the
Group and that a new strategy for the Group was being implemented. This
strategy included changes to the executive team, a substantial reduction in
central operating overheads in the UK, USA and Asia and the proposed sale of
the Specialised Industrial Division, to reduce debt and allow both cash and
management resources to be concentrated on the future development of the
Aerospace and Automotive Divisions. This strategy is being vigorously
implemented by the new Chief Executive and the new executive team. 
 
 
Financial Highlights 
 
Sales from continuing operations were up 15.5% to #260.3m (1999 - #225.4m)
and operating profits from continuing operations, before exceptional costs
and goodwill amortisation, increased by 9.3% to #25.9m (1999 - #23.7m). If
the impact on the first half of 1999 of the accounting irregularities at
Ketema is taken into account (estimated #2.5m reduction in operating profits)
then the increase was 22.2%. Such an adjustment is considered appropriate as
the accounting irregularities were not uncovered until the second half of
1999 and consequently were not included in the interim results for 1999 (the
1999 year end accounts included #5.1m as the effect on the full year of the
accounting irregularities). Group operating margin, on continuing operations,
increased to 10.0% (1999 - 9.4% allowing for the adjustment in respect of
Ketema). 
 
Following the completion of the strategic review and the implementation of
the independent strategy, the Board has undertaken a detailed appraisal of
all its businesses and an in-depth review of the carrying values of assets
and liabilities on its balance sheet. As a result of these reviews, and the
disposal of a loss making subsidiary, the Group incurred #13.8m of
exceptional costs and #15.9m of losses on disposal of operations.  
 
The exceptional costs of #13.8m comprise #8.3m of restructuring and
redundancy costs, #1.5m of professional fees relating to the strategic review
carried out in late 1999 and early 2000 and #4.0m following a review of the
certainty of recovery of non-funded development engineering costs which
resulted in all non-contractually guaranteed costs being expensed. The Group
will apply this policy to all its non-funded development costs going forward
and no such costs remain on the Group's balance sheet following this
write-down.  
 
The loss on disposal of discontinued operations includes a provision of
#13.3m against the loan note received on the disposal of the Thermal
Engineering Division in 1997 and its related accrued interest, a release of
#4.3m of accruals for potential liabilities associated with the same disposal
and an additional accrual of #2.5m relating to the 1999 disposal of the
Precision Tube companies.  
 
The provision for loss on disposal of a business within continuing operations
of #4.4m comprises the loss on the disposal of Nordklima Luft-und
Warmetechnik GmbH (which includes the operations of Nordklima and
KesslerTech) which was completed on 28 July 2000. Due to its non-material
nature, the results of this business have been reported within continuing
operations. In the period under review the business contributed operating
losses of #1.7m on turnover of #4.1m.  
 
After the one-off costs discussed above, the Group reported a loss before tax
of #10.6m (1999 - loss of #24.2m). With a tax charge at 26% of taxable
profits (1999 half-year - 35%; 1999 year - 27%), the underlying earnings per
share (excluding goodwill amortisation and losses on disposal of businesses
but including exceptional costs) is 2.01p (1999 - 3.21p). In accordance with
the statement of 17 May 2000, and the circular to shareholders of 22 May
2000, that throughout the restructuring period the Board expected to maintain
dividends, the Board has declared an unchanged interim dividend of 1.84p per
share which will be paid on 30 November 2000 to shareholders on the register
at 3 November 2000. 
 
The Group reported a net cash outflow before investing and financing
activities of #6.3m, much improved on the first half of 1999 (#18.9m
outflow). Net capital expenditure at #8.7m was in line with depreciation and
significantly lower than in the first half of 1999 (#21.5m), reflecting the
well invested nature of the Group and tighter control over fixed asset
investment. 
 
An increase in working capital of #10.4m (1999 - #26.6m) and a currency
impact of #5.8m (1999 - #2.3m) contributed to an increase in net debt to
#162.3m at the period end (31 December 1999 - #140.8m). This level of debt
represents gearing under FRS10 of 135% (31 December 1999 - 104%) with
interest cover at 5 times (1999 year - 6 times). 
 
 
Aerospace 
 
Sales in the Aerospace Division, representing 34% of the Group's sales, were
up 23.5% to #90.0m (1999 - #72.9m) helped by a full contribution from the
businesses bought from Cork Industries in September 1999. Ketema has been
restored to profitability and positive cash generation as a result of the
actions taken by the new management. These include a significant reduction in
its cost base and the introduction of tight controls over working capital. 
 
The Division's profit on continuing operations, before exceptional costs and
goodwill amortisation, increased by 24.7% to #9.6m (1999 - #7.7m after
deducting #2.5m being the estimated effect of the Ketema accounting
irregularities on the first half of 1999). 
 
The Division's manufacturing capability will be broadened by the planned
opening of a new low-cost manufacturing facility in Mexico, based on a
long-term sales agreement with an existing customer.  
 
The commercial aerospace market, and in particular the regional jet sector,
continues to yield significant opportunities for the Division whose growing
capability is increasingly able to meet the needs of both its airframe and
engine customers. 
 
 
Automotive 
 
Sales in the Automotive Division, representing 33% of the Group's sales, were
up 10.1% to #84.8m (1999 - #77.0m). This growth came from new programmes
reaching full production and strong market demand in both the USA and Europe. 
Currently, however, we are experiencing a modest softening in schedules. 
Operating profits for the Division, on continuing operations before
exceptional costs and goodwill amortisation, increased by 6.6% to #14.5m (1999
- #13.6m). 
 
Changes in fuel injection configurations, and the continuing pressures to
upgrade emission, noise and vibration performance in vehicles are all
providing opportunities for the technical problem solving capabilities of
Senior's automotive businesses. In addition, the profitable low-cost
operations that the Group has established in South Africa, India and Brazil,
together with the Group's existing engineering skills, are helping to develop
a wider customer base. 
 
A technical sales office has been established in Germany, the largest and
most important automotive market in Europe and where Senior has hitherto been
under-represented. Promising customer contact has commenced and a low-cost
manufacturing capability in Eastern Europe is likely to be established as
further development of the European market sector is pursued. 
 
 
Specialised Industrial 
 
Sales in the Specialised Industrial Division, which represent 33% of the
Group's sales, were up 13.7% to #86.3m (1999 - #75.9m) primarily due to the
inclusion of Pathway which was acquired in the second half of 1999. The
Division includes the globally based Flexonics businesses, with world leading
positions in flexible hose, precision bellows and all types of expansion
joints, and the Air Systems businesses located in the UK and Germany. 
 
In the six months to June 2000, market conditions were encouraging but
competitive, with the operating profit of continuing operations (excluding
Nordklima), before exceptional costs and goodwill amortisation, increasing to
#3.2m (1999 - #1.2m). 
 
Specific positive market developments in the oil, micro-turbine and
semi-conductor industries gave rise to new business opportunities whilst, at
the same time, the Division continued to streamline its operations and
strengthen its management teams. 
 
The loss making Air Systems business of Nordklima was sold to its management
on 28 July 2000, leaving only the profitable Polenz business within the
German Air Systems market. 
 
 
Employees and the Board 
 
In the period under review, there was considerable change amongst the
executive members of the Board as the Group addressed the difficulties
resulting from the events of 1999. 
 
In March 2000, Graham Menzies joined as Group Chief Executive, and in August
2000, Mark Rollins was promoted to be the new Group Finance Director. Andrew
Parrish, Terry Garthwaite and Bill Kowal have all left the Board. 
 
I have indicated to the Board my intention to stand down at the next AGM and
am pleased that James Kerr-Muir, who has served as a non-executive on the
Senior Board for over four years, has accepted the appointment of Deputy
Chairman in preparation to succeed me as Chairman next year. 
 
Clearly these have been challenging times for everyone at Senior and I would
like to thank all our employees who have continued to work with diligence and
commitment throughout this difficult period.  
 
 
Outlook 
 
A new and well defined strategy has been established for Senior and it is
being vigorously implemented. Our markets continue to be encouraging and the
opportunities before us are numerous. 
 
The Board believes that the value of Senior will be strengthened by the
implementation of the new strategy. 
 
 
Dr A K Watkins 
Chairman 
7 September 2000 
 

Group Results 
for the half-year ended 30 June 2000 (unaudited) 
 
                                                                             
                                 Notes    Half-year    Half-year      Year    
                                          June 2000    June 1999      1999    
                                              #m           #m          #m     
                                          ---------    ---------    ---------
  Turnover                                                                    
  Continuing operations                   260.3        225.4        465.2     
  Discontinued operations          2        -           31.6         31.6    
                                          ---------    ---------    ---------
                                   1      260.3        257.0        496.8    
                                          =========    =========    ========= 
  
  Operating profit before                                                     
  exceptional items and                                                       
  goodwill amortisation  
                                                     
  Continuing operations                    25.9         23.7         39.1     
  Discontinued operations          2        -           (0.2)        (0.2)    
                                          ---------    ---------    ---------
                                           25.9         23.5         38.9     
                                          ---------    ---------    ---------
  Exceptional items and                                                       
  goodwill amortisation 

  Exceptional items                3      (13.8)       (19.0)       (31.8)    
  Amortisation of goodwill                 (3.0)        (1.3)        (3.6)    
                                          ---------    ---------    ---------
                                          (16.8)       (20.3)       (35.4)    
                                          ---------    ---------    ---------
  

  Total operating profit                                                      

  Continuing operations                     9.1          4.0          4.3     
  Discontinued operations          2        -           (0.8)        (0.8)    
                                          ---------    ---------    ---------
                                   1        9.1          3.2          3.5     
  Share of operating profit in              0.6          0.1          0.7     
  associated undertaking                                                      
  Amortisation of goodwill                 (0.1)         -           (0.2)  
  arising on acquisition of                                                   
  associated undertaking                       
  Profit/(loss) on sale of                  0.1         (0.1)        (0.3)    
  fixed assets in continuing                                                  
  operations                                                                  
  Provision for loss on            4       (4.4)         -            -       
  disposal of business within                                                 
  continuing operations                                                       
  Loss on disposal of              4      (11.5)       (25.1)       (25.1)    
  discontinued operations                 ---------    ---------    ---------
  Loss on ordinary activities              (6.2)       (21.9)       (21.4)   
  before interest and taxation                                                
  Interest payable (net)                   (4.4)        (2.3)        (5.4)    
                                          ---------    ---------    ---------
  Loss on ordinary activities             (10.6)       (24.2)       (26.8)    
  before taxation                                                             
  Tax on profit on ordinary        5       (2.2)        (5.3)        (4.1)    
  activities                              ---------    ---------    --------- 
  Loss on ordinary activities             (12.8)       (29.5)       (30.9)    
  after taxation                                                              
  Dividends                                (5.6)        (5.6)       (14.9)   
                                          ---------    ---------    ---------
  Loss for the period                     (18.4)       (35.1)       (45.8)    
                                          =========    =========    =========
 
  (Loss)/earnings per share        6                                          
  Basic                                   (4.17)p       (9.63)p     (10.08)p  
  Diluted                                 (4.17)p       (9.59)p     (10.06)p  
  Underlying                               2.01p         3.21p        6.03p   
                                          =========    =========    =========
  Dividends per share                      1.84p         1.84p        4.88p   
                                          =========    =========    ========= 
 
Summarised Group Balance Sheet
as at 30 June 2000 (unaudited) 
 
                                                                       
                                              30 June   30 June      31 Dec  
                                                2000      1999        1999   
                                                 #m        #m          #m    
                                          ---------    ---------    ---------
  Fixed assets                                                  
  Intangible assets - goodwill                114.6      48.3       113.3   
  Tangible assets                             108.1      97.2       104.2   
  Investments                                   8.6       7.7         8.7     
                                          ---------    ---------    --------- 
                                              231.3      153.2      226.2    
                                          ---------    ---------    --------- 
  Net current assets
  Stocks                                       64.3       71.7       63.1     
  Debtors                                     104.0      105.3      107.0    
  Creditors including deferred tax           (117.1)    (105.9)    (119.8)  
                                          ---------    ---------    --------- 
                                               51.2       71.1       50.3     
                                          ---------    ---------    ---------
  Net borrowings                             (162.3)     (76.6)    (140.8)  
                                          ---------    ---------    ---------
  Net assets                                  120.2      147.7      135.7  
                                          =========    =========    =========
  Capital and reserves                                
  Called-up share capital                      30.7       30.7       30.7   
  Share premium                                 3.5        3.2        3.4    
  Other reserves                               17.7       17.7       17.7   
  Profit and loss account                      68.2       96.0       83.8   
                                          ---------    ---------    --------- 
  Shareholders' funds                         120.1      147.6      135.6  
  Minority interests - equity                   0.1        0.1        0.1    
                                          ---------    ---------    ---------
  Total capital employed                      120.2      147.7      135.7  
                                          =========    =========    =========
 
  
Reconciliation of Movements in Shareholders' Funds 
for the half-year ended 30 June 2000 (unaudited) 
 
                                                                              
                                            Half-year   Half-year     Year   
                                            June 2000   June 1999     1999   
                                                 #m        #m          #m    
                                          ---------    ---------    ---------
  At beginning of period                      135.6     152.3       152.3   
  Loss on ordinary activities                 (12.8)    (29.5)      (30.9)  
  after taxation                                                              
  Dividends                                    (5.6)     (5.6)      (14.9)  
  Arising on share issues                       0.1       0.1         0.3     
  Goodwill previously written off               -        33.9        33.9  
  Currency variations                           2.8      (3.6)       (5.1)   
                                          ---------    ---------    ---------
  At end of period                            120.1     147.6       135.6   
                                          =========    =========    =========


Summarised Group Cash Flow Statement 
for the half-year ended 30 June 2000 (unaudited) 
 

                                             Half-year Half-year        
                                                June      June        Year
                                                2000      1999        1999   
                                                 #m        #m          #m    
                                          ---------    ---------    ---------
  Group operating profit                        9.1       3.2         3.5     
  Depreciation of tangible                      8.9       9.2        17.0     
  fixed assets                                                                
  Amortisation of goodwill                      3.0       1.3         3.6     
  Impairment of goodwill                        -        12.8        12.8     
  Increase in                                 (10.4)    (26.6)       (0.1)    
  working capital                         ---------    ---------    --------- 
  Net cash inflow/(outflow)                    10.6      (0.1)       36.8     
  from operating activities                                                   
  Dividend income from                          0.1       -           0.1     
  associated undertaking                                                    
  Interest paid, net                           (4.4)     (1.8)       (6.7)    
  Dividends paid                               (9.3)     (8.9)      (14.5)   
  Tax paid                                     (3.3)     (8.1)       (9.1)    
                                          ---------    ---------    ---------
  Net cash (outflow)/inflow                    (6.3)    (18.9)        6.6     
  before investing and                             
  financing activities                                                        
  Purchase of tangible fixed                   (9.5)    (23.4)      (35.6)   
  assets                                                                      
  Sale of property, plant                       0.8       1.9         4.9     
  and equipment                                                               
  Own shares purchased by                       -        (0.6)       (0.6)    
  Employee Benefit Trust                                                      
  Purchase of subsidiary                       (0.8)     (4.3)      (84.0)   
  undertakings                                                                
  Purchase of associated                        -        (6.7)       (6.8)    
  undertaking                                                                 
  Sale of subsidiary                            -        56.2        54.3     
  undertakings                                                                
  Proceeds from share                           0.1       0.1         0.3     
  issues, net                                                                 
  Currency variations on net                   (5.8)     (2.3)       (1.3)    
  borrowings                              ---------    ---------    --------- 
  (Increase)/decrease in net debt             (21.5)      2.0       (62.2)   
  Net debt at beginning of period            (140.8)    (78.6)      (78.6)   
                                          ---------    ---------    --------- 
  Net debt at end of period                  (162.3)    (76.6)     (140.8)  
                                          =========    =========    =========

                                                                   
Group Statement of Total Recognised Gains and Losses  
for the half-year ended 30 June 2000 (unaudited)    
 

                                                                              
                                             Half-year  Half-year     Year   
                                             June 2000  June 1999     1999   
                                                 #m        #m          #m    
                                           ---------   ---------    ---------
  Loss on ordinary activities after           (12.8)    (29.5)      (30.9)  
  taxation                                                                    
  Currency translation differences on           2.8      (3.6)       (4.5)   
  overseas assets and goodwill                                                
  Tax on realised foreign exchange              -         -          (0.6)   
  profits                                  ---------   ---------    --------- 
  Total recognised gains and losses           (10.0)    (33.1)      (36.0)  
  relating to the period                   =========   =========    =========
 
There is no material difference between the losses as reported and those
losses restated on an historical cost basis. 
 

Notes to the Accounts 
for the half-year ended 30 June 2000 (unaudited) 
 
1. Segmental information in respect of turnover and operating profit: 
      

                                                                     
  a) By class of business      

                                Turnover               Operating profit  
                                                           
                         Half-    Half-             Half-    Half-  
                         year     year     Year     year     year      Year   
                         June     June     1999     June     June      1999
                         2000     1999  (unaudited) 2000     1999  (unaudited)
                          #m       #m       #m       #m       #m        #m    
                                                                            
  Aerospace             90.0     72.9    146.9      0.5      9.2       9.6    
  Automotive            84.8     77.0    155.6     10.6     10.1      21.6    
  Specialised           86.3     75.9    163.4     (2.0)    (2.5)     (3.6)   
  Industrial           ------   ------   ------   ------   ------   -------   
  Total                261.1    225.8    465.9      9.1     16.8      27.6    
  Inter-segment sales   (0.8)    (0.4)    (0.7)     -        -         -      
                       ------   ------   ------   ------   ------   -------
  Total continuing     260.3    225.4    465.2      9.1     16.8      27.6    
  operations                                                                  
  Discontinued           -       31.6     31.6      -       (0.8)     (0.8)   
  operations           ------   ------   ------   ------   ------   -------   
                       260.3    257.0    496.8      9.1     16.0      26.8    
  Losses primarily in    -        -        -        -        -       (10.5)  
  respect                                                                     
  of prior periods                                                            
  Impairment of          -        -        -        -      (12.8)    (12.8)  
  goodwill             ------   ------   ------   ------   ------   -------   
                       260.3    257.0    496.8      9.1      3.2       3.5  
                       ======   ======   ======   ======   ======    ====== 

Operating profits shown above are stated after charging #13.8m (1999
half-year - #6.2m; 1999 year - #8.5m) of exceptional items, of which #7.4m
(1999 half-year - #0.4m; 1999 year - #1.1m) relates to Aerospace, #3.3m (1999
half-year - #2.9m; 1999 year - #3.5m) to Automotive, #3.1m (1999 half-year -
#2.3m; 1999 year - #3.3m) to Specialised Industrial and #nil (1999 half-year
- #0.6m; 1999 year - #0.6m) to discontinued operations. In addition,
amortisation of goodwill of #3.0m (1999 half-year - #1.3m; 1999 year - #3.6m)
has also been charged, #1.7m (1999 half-year - #0.6m; 1999 year - #1.8m) to
Aerospace, #0.6m (1999 half-year - #0.6m; 1999 year - #1.1m) to Automotive
and #0.7m (1999 half-year - #0.1m; 1999 year - #0.7m) to Specialised
Industrial.  
      

                                                                              
  b) By geographical market          
                           Turnover by origin      Operating profit by origin 
                                                           
                         Half-    Half-             Half-    Half-  
                         year     year              year     year     Year    
                         June     June     Year     June     June     1999
                         2000     1999     1999     2000     1999  (unaudited)
                          #m       #m       #m       #m       #m        #m    
   
  North America        161.1    137.1    280.7     10.1     21.2      31.0    
  United Kingdom        47.1     38.6     84.4      0.5     (1.7)      0.2    
  Rest of Europe        45.3     44.2     88.8     (1.8)    (2.3)     (3.2)   
  Rest of World          9.7      7.9     16.5      0.3     (0.4)     (0.4)   
                       ------   ------   ------   ------   ------   -------
  Total                263.2    227.8    470.4      9.1     16.8      27.6    
  Inter-segment sales   (2.9)    (2.4)    (5.2)     -        -         -      
                       ------   ------   ------   ------   ------   -------
  Total continuing     260.3    225.4    465.2      9.1     16.8      27.6    
  operations                                                                  
  Discontinued           -       31.6     31.6      -       (0.8)     (0.8)   
  operations           ------   ------   ------   ------   ------   -------   
                       260.3    257.0    496.8      9.1     16.0      26.8    
  Losses primarily in    -        -        -        -        -       (10.5)  
  respect                                                                     
  of prior periods                                                            
  Impairment of          -        -        -        -      (12.8)    (12.8)  
  goodwill             ------   ------   ------   ------   ------   -------   
                       260.3    257.0    496.8      9.1      3.2       3.5    
                       ======   ======   ======   ======   ======   =======
  
Operating profits shown above are stated after charging #13.8m (1999
half-year - #6.2m; 1999 year - #8.5m) of exceptional items, of which #9.7m
(1999 half-year - #0.9m; 1999 year - #2.7m) relates to North America, #2.7m
(1999 half-year - #3.4m; 1999 year - #3.7m) to United Kingdom, #1.1m (1999
half-year - #1.3m; 1999 year - #1.4m) to Rest of Europe, #0.3m (1999
half-year - #nil; 1999 year - #0.1m) to Rest of World and #nil (1999
half-year - #0.6m; 1999 year - #0.6m) to discontinued operations. 
In addition, amortisation of goodwill of #3.0m (1999 half-year - #1.3m; 1999
year - #3.6m) has also been charged, #1.5m (1999 half-year - #0.9m; 1999 year
- #2.2m) to North America, #1.2m (1999 half-year - #nil; 1999 year - #0.7m)
to United Kingdom, #0.1m (1999 half-year - #0.1m; 1999 year - #0.2m) to Rest
of Europe and #0.2m (1999 half-year - #0.3m; 1999 year - #0.5m) to Rest of
World.  
 
Following the decision to present a segmental analysis by class of business,
the method of apportioning central overhead has been reviewed and
consequently the 1999 geographical analysis of operating profit has been
restated and is therefore presented as unaudited.
 
2. Continuing operations include the results of Nordklima Luft-und
   Warmetechnik GmbH which was disposed of on 28 July 2000. The business
   contributed turnover of #4.1m (1999 half-year - #3.3m; 1999 year - #9.6m)  
   and an operating loss of #1.7m (1999 half-year - #2.2m; 1999 year - #2.9m).
   In the half-year to 30 June 1999 and year to 31 December 1999 discontinued
   operations reflect the turnover and operating results of the Heat Treatment
   and Precision Tube businesses sold in May 1999. 
 
3. Exceptional items comprise an #8.3m charge in respect of Group
   restructuring and redundancy costs, and a #1.5m charge in respect of costs
   associated with the strategic review carried out in late 1999 and early    
   2000. In addition, during the period a detailed review was performed to    
   re-assess the certainty of recovery of non-funded development costs.       
   Following this review all non-contractually guaranteed development costs   
   have been expensed resulting in an exceptional charge of #4.0m. The 1999   
   half-year exceptional items of #19.0m (1999 year - #31.8m) comprised a     
   #12.8m (1999 year - #12.8m) write-off through the profit and loss account  
   relating to the impairment of goodwill previously written-off to reserves, 
   #6.2m (1999 year - #8.5m) in respect of significant reorganisation and     
   rationalisation activities and #nil (1999 year - #10.5m) in respect of     
   losses primarily related to prior years, at a North American subsidiary. 
 
4. The provision for loss on disposal of business within continuing
   operations of #4.4m comprises the loss on the disposal of Nordklima        
   Luft-und Warmetechnik GmbH which was completed on 28 July 2000. The loss   
   on disposal of discontinued operations of #11.5m includes a provision of   
   #13.3m against the loan note received on the disposal of the Thermal       
   Engineering Division in 1997 and related accrued interest, a release of    
   #4.3m of accruals relating to contract, product and property liabilities   
   relating to the disposal of the Thermal Engineering Division and an        
   additional provision of #2.5m relating to the 1999 disposal of the         
   Precision Tube companies. The 1999 loss on disposal of discontinued        
   operations of #25.1m relates to the disposal of the Heat Treatment and     
   Precision Tube companies in May 1999 and includes #21.1m of goodwill       
   previously written-off to reserves. 
 
5. Tax on profit on ordinary activities for the half-year to 30 June 2000
   has been charged at 26.0% on profit before amortisation of goodwill and
   losses on disposal of operations, being the estimated rate applicable for  
   the year ended 31 December 2000 (1999 half-year - 35.0%; 1999 year -       
   27.1%), and includes #2.2m in respect of overseas taxation (1999 half-year 
   - #5.3m; 1999 year - #4.9m). 
 
6. The calculations of basic earnings per share and underlying earnings
   per share are shown below and have been based on the weighted average      
   number of shares in issue and ranking for dividend during the period.      
   Diluted earnings per share allows for the future exercise of all           
   outstanding share options. 
 
   The provision of an underlying earnings per share has been included to
   identify the performance of operations before losses primarily in respect  
   of prior periods, amortisation and impairment of goodwill, profit or loss  
   on sale of fixed assets and losses on disposal of operations. 
 

                                                                              
                                             Half-year  Half-year     Year    
                                             June 2000  June 1999     1999    
                                                 #m        #m          #m     

  Basic loss on ordinary                      (12.8)    (29.5)      (30.9)    
  activities after taxation                                                   
  Adjust:                                                                     
  Losses primarily in respect of                -         -          10.5     
  prior periods                                                               
  Amortisation of goodwill                      3.0       1.3         3.6     
  Amortisation of goodwill arising              0.1       -           0.2     
  on acquisition of associated                                                
  undertaking                                                                 
  Impairment of goodwill                        -        12.8        12.8     
  (Profit)/loss arising on sale of             (0.1)      0.1         0.3     
  fixed assets                                                                
  Provision for loss on disposal                4.4       -           -       
  of business within                                                          
  continuing operations                                                       
  Loss on disposal of discontinued             11.5      25.1        25.1     
  operations                                                                  
  Taxation attributable to above                -         -          (3.1)    
  adjustments                                -------   -------     -------    
  Underlying earnings                           6.1       9.8        18.5     
                                             =======   =======     =======
  Weighted average number of                      
  shares - basic                              306.4m    306.0m      306.1m    
         - diluted                            306.4m    307.3m      306.8m    
         - underlying                         306.4m    306.0m      306.1m    
                                                                              
  (Loss)/earnings                               
  per share - basic                            (4.17)p   (9.63)p    (10.08)p  
            - diluted                          (4.17)p   (9.59)p    (10.06)p  
            - underlying                        2.01p     3.21p       6.03p   


7. These Interim Accounts, which were approved by the Board of Directors
   on 7 September 2000, have been prepared in accordance with the accounting
   policies set out in the Group's 1999 Annual Accounts. 
 
8. The figures for the year ended 31 December 1999 have been extracted
   from the statutory accounts which have been filed with the Registrar of   
   Companies. The auditors' report on these accounts was unqualified and did  
   not contain any statement under section 237 (2) or (3) of the Companies Act
   1985. 
 



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