RNS Number:6582J
United Overseas Group PLC
27 April 2000

                          UNITED OVERSEAS GROUP PLC
              Final Results for the year ended 31 December 1999
                                      
United Overseas Group plc ("UOG"), Europe's largest group specialising in the
purchase, sale and distribution of surplus inventory to wholesale and  retail
customers, announces final results for the year ended 31 December 1999. These
results were produced against a background of difficult trading conditions in
the UK retail market.

Mr. Alex Watson, Chairman, said in his statement to shareholders:
"Whilst  the  results for the year are in many ways very disappointing,  your
Board  believes  that  1999  has marked the turning  point  for  the  Group's
future."

Key points and extracts from the Chairman's Statement:
(comparatives are 12 month figures to 31 December 1998)

     *  Turnover of #113.2m (1998: #107.6m).
     *  Pre-tax  loss  of #3.9m, after charging substantially  non-recurring
        costs of #5.3m, and Goodwill of #0.5m (1998: #3.7m profit).
     *  Directors are not recommending payment of a final dividend.
     *  Stock reduced by #6.9 million.
     *  Debt reduced by #6.2 million.
     *  European  Distribution  Centre in Moerdijk, the  Netherlands,  fully
        operational September 1999 - record Q4 sales volumes achieved.
     *  Significant increase in European sales (excl. UK) - 34% of  turnover
        (1998: 20%).
     *  Board  further strengthened during year with appointment of  Michael
        Corke  as  Group Managing Director, Phil Green as Managing Director,
        United Overseas Limited (UK).
     *  Eppe  Boersema,  Managing  Director,  Northern  Continental  Europe,
        tragically died on 16 April 2000.
     *  Appointment of new non-executive Directors, John Gordon  and  Robert
        van den Heuvel.

Regarding the outlook for the remainder of 2000, Mr. Watson added:
"The  building  and  development  of  strong  profitable  businesses  in  key
geographic  regions remains at the heart of the Group's strategic  plan.  The
development  of  the  European  Distribution  Centre  at  Moerdijk  and   the
subsequent record performance of our Dutch subsidiary following the  facility
becoming  fully  operational  is  encouraging  confirmation  of  progress  in
fulfilling  our aims in Northern Europe. Our North American business,  having
improved  stock  efficiency significantly in 1999,  is  now  well  placed  to
continue its growth plans in 2000 and beyond."

"We expect that our business in the first half of 2000, whilst continuing  to
operate  in  an  extremely competitive retail environment, will  realise  the
benefits  of  the  focused management action taken  in  1999.  The  Board  is
confident that the Group is now firmly positioned for profitable growth  over
the medium term."

Enquiries:
Alex Watson, Chairman
Jeffrey Curtiss, Chief Executive
Terry Balkham, Finance Director, United Overseas Group plc       01733 362300
Peter Binns/Simon Ellis/Jane Mallinson, Binns & Co PR Limited   020 7786 9600




Chairman's Statement

In  the  Interim  Report  for  1999 the Board identified  major  difficulties
confronting  the  business  and  confirmed  its  resolve  to  overcome  them.
Consequently,  whilst  the  results for  the  year  are  in  many  ways  very
disappointing, your Board believes 1999 has marked the turning point for  the
Group's  fortunes.  Overall, sales increased by 5 per cent to #113.2  million
(1998:  #107.6  million), but at the pre-tax level the Group has  recorded  a
loss of #3.9 million, compared to a pre-tax profit of #3.7 million in 1998.

The  results were adversely affected by actions taken to address  key  issues
which  the  Board believe are substantially non-recurring.  In summary  these
were  margin  reductions  to  below  normal  expectations  to  improve  stock
efficiency, corrective actions taken to refocus the Toy Wizards business  and
one-off  costs  of  re-organisation particularly in the  UK  group.   In  the
circumstances your Board does not propose the payment of a final dividend.

Business Development

Despite  these  undoubted disappointments, there has been  progress  made  in
areas vital to the Group's development.  The European Distribution Centre  in
Moerdijk, the Netherlands, became fully operational in September 1999 and the
fourth  quarter  saw  record sales volumes in our Dutch subsidiary.   We  are
confident  that  our business in Northern Europe now has the firm  foundation
necessary to develop consistently profitable growth.

The  Board  identified improved management of working capital as a  key  goal
during 1999.  The advances made in this area resulted in an overall reduction
in stock from 1998 levels and an increased focus on cash management producing
a significant reduction of debt at year end.

Changes to the Board and Advisers

At  the Annual General Meeting in May 1999 Dr John Westhead retired from  the
Board  upon  reaching his 70th birthday.  Norman Riddell, my  predecessor  as
Chairman,  stood  down  from  the Board in October  1999  to  enable  him  to
concentrate on his other business interests.  On behalf of the Board I  would
like  to  thank John and Norman for their considerable contribution and  wish
them well for the future.

Our Executive Management team was strengthened by two key appointments during
the  second  half  of  1999.  In August, Phil Green  joined  the  Board  from
Woolworths plc in the position of Managing Director, United Overseas Limited,
the  Group's  principal operating company in the UK.   In  November,  Michael
Corke  was  appointed as Group Managing Director, United Overseas Group  plc,
having   had   substantial   senior  management  experience   of   developing
international  marketing and distribution businesses, with Hagemeyer  NV  and
Hutchison Whampoa.

It  is  with  great  sadness that I must report the death of  Eppe  Boersema.
Eppe,  a  member  of  the Board, and Managing Director  Northern  Continental
Europe,  died  on 16 April following injuries he received in a  road  traffic
accident.   Eppe's  contribution  to the  group  during  his  all  too  short
association with us was of major significance.  Eppe will be sadly missed  by
all who knew him as an exceptional trader, colleague and friend.

I  am  pleased to announce the appointment of John Gordon and Robert van  den
Heuvel  to  the  Board  as Non-Executive Directors from  26  April  2000.  In
welcoming  John  and  Robert  to the Group I am  sure  that  the  skills  and
experience they bring, will greatly assist in the development of the  Group's
strategic direction.

The  Board agreed with Marshall Securities Limited that they would stand down
as financial advisers and stockbrokers to the Group with effect from 31 March
2000.   On  behalf  of  the Group I would like to thank  Marshall  for  their
support and encouragement over the years of our association.  I expect to  be
able  to  announce the appointment of new financial advisers and stockbrokers
shortly.

Employees

1999 was an extremely difficult and challenging year for the Group caused  by
the  changes to practices which have been implemented.  I would like to  take
this  opportunity to thank all our staff for their efforts in  ensuring  that
the redirection of the Group was satisfactorily achieved.

Strategy

The   building  and  development  of  strong  profitable  businesses  in  key
geographic regions remains at the heart of the Group's strategic  plan.   The
development  of  the  European  Distribution  Centre  at  Moerdijk  and   the
subsequent record performance of our Dutch subsidiary following the  facility
becoming  fully  operational  is  encouraging  confirmation  of  progress  in
fulfilling our aims in Northern Europe.  Our North American business,  having
improved  stock  efficiency significantly in 1999,  is  now  well  placed  to
continue its growth plans in 2000 and beyond.

Outlook

We  expect that our business in the first half of 2000, whilst continuing  to
operate  in  an  extremely competitive retail environment  will  realise  the
benefits  of  the  focused management action taken in  1999.   The  Board  is
confident that the Group is now firmly positioned for profitable growth  over
the medium term.

Alex Watson
Chairman




Operational Review

During  the course of the past twelve months the business has faced a  number
of  issues  critical to ensuring the long term prosperity of  the  Group.   I
believe  necessary  remedial actions have been taken  and  where  appropriate
their costs are reflected in the 1999 results.

Management

We  had determined that a key requirement for our business was to enhance the
quality  and  experience of our management to drive and sustain our  business
growth.   During the second half of 1999 significant gains were made  by  the
appointment of Phil Green and Michael Corke to the Board.  Phil brings to our
Group  25 years of blue-chip retailing experience at Woolworths plc  and  his
contribution  as Managing Director of United Overseas Limited, our  principal
UK  trading  company, will be pivotal to the Group's development during  2000
and  beyond.   Michael  has  28 years international  experience  of  managing
branded consumer products trading companies and nurturing business growth  in
North  America,  Europe  and Asia Pacific.  Michael's key  responsibility  as
Group  Managing  Director  will  be to partner  with  our  operating  company
management  in each country to facilitate the development and achievement  of
their business plans to ensure consistent future growth.

UK

Our  UK  business was adversely affected in 1999 by a series  of  adjustments
necessary  to  reposition the Toy Wizards business.   This  necessitated  re-
aligning selling activities and distribution channels in addition to managing
down stock balances, all of which was successfully completed during the year.
Total  sales  in  1999 were lower at #59 million compared to #69  million  in
1998,  a  major  contributory factor being the revised strategy  in  1999  of
repositioning Toy Wizards to address a smaller niche collector  market.   The
UK  was central to the Group's drive to improve stock efficiency during  1999
and  stocks were reduced substantially during the year.  In order to generate
these  gains, margins were reduced where appropriate to create the  necessary
sales  velocity  to  move  the  stock.  In addition  certain  structural  and
management  changes  were  made  to  improve  the  effectiveness  of  the  UK
organisation  with  the  costs of the reorganisation reflected  in  the  1999
results.  With these issues conclusively addressed, Phil Green is leading our
development  plans  in  the  UK  with  a  combination  of  business  building
initiatives  and  targeted cost reduction programmes.   Currently  there  are
encouraging signs from these initiatives which we expect will start  to  bear
fruit in 2000.

European  Stock Solutions, our specialist housewares business, continued  its
growth  pattern  and  recorded a 17 per cent increase  in  turnover  in  1999
compared to 1998.  The business has established a major presence in its  core
sector and we expect further gains in 2000.

Northern Europe

Our strategy is to increase our presence in the major consumer markets of the
world  and  our development within Northern Europe continues on course.   Our
focus  over the past 12 months has been the development of a new, centralised
warehouse  and distribution complex at Moerdijk, the Netherlands, capable  of
servicing  our expanding Northern European operation.  This was  achieved  on
time  and  within budget and despite the inevitable disruption caused  during
the  commissioning of the new 225,000 sq ft facility.  Intertrading  turnover
in  1999 increased to #25 million compared to the #23 million achieved on  an
annualised  basis in 1998.  Turnover in the fourth quarter  of  1999  reached
record  levels,  and  given the size of the project  and  the  scale  of  the
undertaking, the Board regard this increase in turnover as satisfactory.   We
now  have  in place a fully operational and technically advanced distribution
facility, thus removing a major restraint on growth. Our expanded presence in
Northern Europe will enable us to increase sales in the key consumer  markets
of  Germany,  Scandinavia,  Holland,  Belgium,  Switzerland  and  Austria,  a
combined  market of approximately 150 million consumers, and we  continue  to
regard the potential as considerable.

North America

Progress  in North America was modest in 1999 partially due to a  short  term
but critical disruption to our buying function.  However good gains were made
in the area of stock efficiency.  Having re-established and strengthened both
our  buying  and selling organisations we are confident that  2000  will  see
significant gains in our performance in the North American market place.  Our
local  management  team  are focused on achieving an aggressive  growth  plan
which will establish the foundation for further progress over the medium term
as  we  continue to consolidate our position in the world's largest  consumer
market.

Asia Pacific

I  commented last year that the primary aim of our development in  Hong  Kong
was  to  build  on our relationships with the world's major toy manufacturers
and  to  assist  in  our sourcing capability.  This is a  key  facet  of  our
strategy, and since we established a presence in Hong Kong in October 1998 we
have  been  pleased  with the results.  We have also been encouraged  by  the
level of sales that have been achieved by our Hong Kong operation recently in
South East Asia and Australasia.  Admittedly our business in these regions is
small, but nonetheless we are making progress, and further gains are expected
in the coming year.

Summary and Prospects

As  we  look  to  the future the Group is actively considering  the  business
growth  potential  available  from leveraging of  Internet  based  technology
particularly  in  the  area of e-commerce business  to  business  buying  and
selling.   We  are  presently working on developing the  appropriate  balance
between  the  excitement generated from the potential opportunities  and  the
commercial  reality likely to drive shareholder value.  A cohesive e-commerce
strategy is expected to be implemented during 2000.

In  my  concluding  remarks  to  shareholders last  year,  I  commented  that
management of the Balance Sheet would remain a high priority throughout  1999
and  this  focus has produced positive results.  Our strategy for the  future
profitable  development of the Group remains intact, and  given  the  changes
that  we  have  made in 1999, we now have a firm platform from which  we  can
develop.  In the current year we will continue to retain our focus on Balance
Sheet management whilst further developing the business initiatives commenced
in  1999.  Despite our recent difficulties I remain confident in the  Group's
profitable future and management's ability to deliver it.

Jeffrey Curtiss
Chief Executive




Financial Review

The  statutory accounts are the consolidated results of the Group and include
the first full year's performance of Intertrading.

Turnover

Group turnover for the year to 31 December 1999 of #113.2 million represented
an  increase of #5.6 million or 5% on the previous year.  Intertrading  sales
included for a full year in 1999 were #24.9 million compared to #8.1  million
for  the  period 2 September to 31 December 1998 following acquisition.   The
geographical  distribution  of sales showed a  significant  increase  in  the
proportion of the Group's business originating in Europe, excluding  the  UK,
to  34%  (1998:  20%),  with the UK representing 52% (1998:  64%)  and  North
America and Asia 14% (1998: 16%).

Profit and Loss

The  Group  recorded  an operating loss of #2.0 million (1998:  #6.0  million
profit) after charging goodwill of #0.5 million (1998: #0.2 million).   There
were  three  significant  factors  which adversely  impacted  the  result  as
follows.   Margin  reductions to consolidate improvements in efficient  stock
management  across  the Group amounted to #3.3 million.  Adjustments  to  the
trading methodology of Toy Wizards and the attendant carrying value of  stock
impacted  adversely by #1.4 million and structural reorganisation to  improve
efficiency a further #0.6 million.

Interest

Interest costs reduced to #2.1 million (1998: #2.3 million) having included a
full  year  effect  of  Intertrading.  Exclusive  of  Intertrading,  interest
payable  declined to #1.6 million (1998: #2.1 million) reflecting the Group's
improved use of cash and borrowing resources.

Taxation

The 1999 tax charge for the Group, #0.1 million (1998: #1.5 million) arose on
profits that were not able to be offset against losses made in other parts of
the  Group.  In  addition  there were a number of  charges  at  Group  level,
including  the  amortisation of goodwill, which were non-deductible  for  tax
purposes.  The Group will obtain tax repayments where losses arose and  those
which  cannot  be utilised will be carried forward to offset  against  future
profits.

Treasury Management

It  is  Group  policy that no trading in financial instruments or speculative
trading   activity  be  undertaken.   Whilst  it  is  not  Group  policy   to
specifically  hedge  the  earnings  of  its  overseas  subsidiaries  this  is
partially  achieved by borrowing in local currencies principally  US  Dollars
and  Dutch Guilders.  Additionally the Group frequently purchases in  foreign
currencies  giving rise to transactional currency exposure.  These exposures,
where  appropriate, are hedged by forward currency transactions  and  by  the
holding of foreign currency cash balances.

Intangible Fixed Assets

During   1999  fair  value  adjustments  arising  from  the  acquisition   of
Intertrading  have been finalised from the provisional position  existing  at
the  1998  Balance Sheet date in accordance with Financial Reporting Standard
(FRS)7  -  "Fair Values in Acquisition Accounting".  As required by  FRS11  -
"Impairment of Fixed Assets and Goodwill" a review was undertaken in  respect
of  the  Goodwill  relating to the above acquisition and this  confirmed  the
carrying value of the asset as recorded in the financial statements.

Tangible Fixed Assets

During  1999 the development of the European Distribution Centre at Moerdijk,
the  Netherlands, continued and was completed in July 1999.  On 14  July  the
development  was  sold to Vastned Industrial BV for #6.9 million  (NLG  22.75
million)  realising  a profit of #0.2 million (NLG 0.6 million).   All  loans
undertaken to fund the construction were repaid in full in July 1999.

Working Capital and Debt

From the second half of 1998 a key goal of the Group has been to improve  its
Balance  Sheet  management  and  in  particular  working  capital  and  debt.
Progress  in this area was illustrated by the Group's generation of  positive
cash flow in 1999 following significant cash outflows in the preceding years.
The resultant effect from this was that net debt was reduced to #21.8 million
(1998: #28.1 million).

Sustained  efforts  to improve efficiency of inventory management  and  align
investment in stock more closely with demand resulted in stock being  reduced
to #35.7 million (1998: #42.6 million).  Trade debtor management was improved
generally  throughout  the  Group resulting in a  closing  balance  of  #19.8
million (1998: #24.7 million).

Long Term Debt

Long term debt was reduced to #2.3 million in 1999 (1998: #6.7 million).   On
completion  of the construction, sale and leaseback of the Moerdijk  facility
the loans obtained to fund its construction were repaid in full.

The  draw  down  on these loans at the end of 1998 was #3.2 million  (NLG  10
million).   Repayments  of  the loan relating to  the  cash  element  of  the
acquisition of Intertrading began in 1999 with the long term content reducing
to #2.1 million at the end of 1999 (1998: #3.2 million).

Year 2000

For much of 1998 and 1999 Group IT resources were focused on the "Y2k issue".
I  am  delighted to report that all Group companies negotiated the millennium
change  with the minimum of disruption and IT support will now be focused  on
business building and development.

uogplc.com

The Group's new website was launched on 14 April 2000.  The initial focus  is
on  Investor  Relations which will be followed by further additions  enabling
news and information about the Group and its subsidiary trading companies  to
be easily communicated.

Terry Balkham
Finance Director




Consolidated Profit and Loss Account
For the year ended 31 December 1999
                                                         1999         1998
                                                        #'000        #'000
                                                   ----------   ----------
Turnover                                              113,192      107,603
Cost of sales                                         (90,689)     (82,972)
                                                   ----------   ----------
Gross profit                                           22,503       24,631
Distribution costs                                    (10,576)      (7,541)
Administrative costs: other                           (13,639)     (10,968)
Administrative costs: amortisation of goodwill           (499)        (166)   
Other operating income                                    222           83
                                                   ----------   ----------
Operating (loss)/profit                                (1,989)       6,039
                                                   ----------   ----------
Profit on disposal of property                            192            -
Net interest payable                                   (2,147)      (2,309)
                                                   ----------   ----------
(Loss)/profit on ordinary activities before
taxation                                               (3,944)       3,730    
Taxation                                                 (125)      (1,482)
                                                   ----------   ----------
(Loss)/profit on ordinary activities after
taxation                                               (4,069)       2,248
Minority interests                                       (205)        (126)
                                                   ----------   ----------
(Loss)/profit attributable to shareholders             (4,274)       2,122
Dividends                                                   -         (715)
                                                   ----------   ----------
Retained (loss)/profit for the year                    (4,274)       1,407
                                                       ======       ======
(Loss)/earnings per share                                  
        - Basic                                        (3.07p)       1.64p
        - Diluted                                      (3.07p)       1.64p
        - Adjusted basic                               (2.71p)       1.77p
                                                       ======       ======
Dividends per share                                     0.00p        0.56p
                                                       ======       ======
                                                           
All of the above relate to continuing activities.                             
  

Consolidated Statement of Total Recognised Gains and Losses

                                                         1999        1998
                                                        #'000       #'000
                                                   ----------  ----------
(Loss)/profit for the year                             (4,274)      2,122
Net currency translation differences          
on foreign currency net investments                      (549)        202
                                                     --------    --------
Total recognised gains and losses                      (4,823)      2,324
                                                       ======      ======




Balance Sheets
At 31 December 1999
                                                              Group
                                                         1999         1998
                                                        #'000        #'000
                                                   ----------   ----------
Fixed assets                                                   
                                                               
Intangible assets                                       9,800        9,939
Tangible assets                                         2,777        6,427
Investments                                               300          200
                                                   ----------   ----------
                                                       12,877       16,566
                                                       ======       ======
Current assets                                                 
                                                               
Stocks                                                 35,671       42,604
Debtors - due within one year                          22,544       27,185
Cash at bank and in hand                                1,742          775
                                                   ----------   ----------
                                                       59,957       70,564
                                                               
Creditors: amounts falling due within one year        (36,777)     (42,051)

                                                   ----------   ----------
Net current assets                                     23,180       28,513
                                                   ----------   ----------
Total assets less current liabilities                  36,057       45,079
                                                               
Creditors: amounts falling due after more than
one year                                               (2,272)      (6,676)
                                                   ----------   ----------
Net assets                                             33,785       38,403
                                                       ======       ======
Capital and reserves                                           
Called up share capital                                13,990       13,990
Share premium account                                  55,207       55,207
Merger reserve                                              -            -
Profit and loss account                               (35,828)     (31,005)
                                                   ----------   ----------
Equity shareholders' funds                             33,369       38,192
Equity minority interests                                 416          211
                                                   ----------   ----------
                                                       33,785       38,403
                                                       ======       ======

Approved on behalf of the Board on 26 April 2000 by:

A E Watson     J Curtiss
Chairman       Chief Executive




Consolidated Cash Flow Statement
For the year ended 31 December 1999
                                                         1999         1998
                                                         #000         #000
                                                   ----------   ----------
Net cash inflow from operating activities               4,170        4,906
                                                   ----------   ----------
Returns on investments and servicing of finance                         
Interest received                                          81           54
Interest paid and similar charges                      (2,095)      (2,273)
Interest element of finance leases                        (60)         (51)
                                                   ----------   ----------
Net cash outflow from returns on investments              
and servicing of finance                               (2,074)      (2,270)
                                                   ----------   ----------
Taxation                                                         
UK corporation tax recovered/(paid)                       323       (2,376)
Overseas taxation recovered/(paid)                        346         (838)
                                                   ----------   ----------
Net cash inflow/(outflow) from taxation                   669       (3,214)
                                                   ----------   ----------
Capital expenditure and financial investment                               
Purchase of tangible fixed assets                      (4,132)      (3,150)
Purchase of intangible fixed assets                       (26)         (23)
Purchase of fixed asset investments                      (100)        (200)
Sale of tangible fixed assets                           7,434           35
                                                   ----------   ----------
Net cash inflow/(outflow) from capital expenditure                            
and financial investment                                3,176       (3,338)   
                                                   ----------   ----------
Acquisitions and disposals                                       
Purchase of subsidiary undertakings                         -       (4,459)
Net overdraft acquired with subsidiary
undertakings                                                -       (2,371)   
                                                   ----------   ----------
Net cash outflow from acquisitions and disposals            -       (6,830)
                                                   ----------   ----------
Equity dividends paid                                    (182)      (1,476)   
                                                   ----------   ----------
Cash inflow/(outflow) before use of liquid                
resources and financing                                 5,759      (12,222)
                                                   ----------   ----------
Financing                                                        
Expenses paid in connection with share issues               -         (715)
Loans repaid                                           (7,600)           -
Finance lease capital payments                           (500)        (502)
New loans                                               2,796        7,428
                                                   ----------   ----------
Net cash (outflow)/inflow from financing               (5,304)       6,211
                                                   ----------   ----------
Increase/(decrease) in cash in the year                   455       (6,011)   
                                                       ======       ======

All cash flows relate to continuing activities.




Notes to the Accounts

1     STATUTORY ACCOUNTS FOR 1999

The  financial  information contained in these Preliminary Results  does  not
constitute statutory accounts as defined in Section 240 of the Companies  Act
1985.  The  information  for the years ended 31 December  1999  and  1998  is
extracted  from  the audited accounts for the year ended  31  December  1999,
which  will be filed with the Registrar of Companies shortly, and upon  which
the Auditors have expressed an unqualified opinion.
     
2     TURNOVER AND PROFIT BEFORE TAX AND NET ASSETS
  
Segmental Information

                                                   1999          1998
                                                  #'000         #'000
                                             ----------    ----------
a) Turnover                                                          
By destination       - United Kingdom            55,086        58,494
                     - Rest of Europe            41,491        31,005
                     - North America             14,775        16,922
                     - Rest of World              1,840         1,182
                                             ----------    ----------
                                                113,192       107,603
                                                 ======        ======
By origin            - United Kingdom            59,391        69,300
                     - Rest of Europe            38,559        21,945
                     - North America and Asia    15,242        16,358
                                             ----------    ----------
                                                113,192       107,603
                                                 ======        ======
b) (Loss)/profit before tax by origin                                
United Kingdom                                   (4,019)        2,629
Rest of Europe                                      230           610
North America and Asia                             (155)          491
                                             ----------    ----------
                                                 (3,944)        3,730
                                                 ======        ======
c) Net assets by location                                            
United Kingdom                                   20,319        23,250
Rest of Europe                                   11,916        13,401
North America and Asia                            1,550         1,752
                                             ----------    ----------
                                                 33,785        38,403
                                                 ======        ======

The  Directors  consider that the Group has only one class  of  business  and
consequently no further analysis of turnover or profit is given.
       
3     (LOSS)/EARNINGS PER SHARE
       
Basic  (loss)/earnings per Ordinary Share is calculated by dividing the  loss
after  taxation  and  minority interests of #4,274,000 by 139,364,613  (1998:
profit  of  #2,122,000 by 129,199,267) being the weighted average  number  of
Ordinary  Shares  of  10  pence each in issue during the  year  after  taking
account  of  the purchase of Ordinary Shares by the Employee Share  Ownership
Plan (ESOP).
       
In  view of the significant impact of the amorisation of goodwill on earnings
per  share  calculated in accordance with Financial Reporting Standard  14  -
Earnings per Share, an adjusted earnings per share figure has been provided.
       
The  adjusted  basic  (loss)/earnings per Ordinary  Share  is  calculated  by
dividing  the  loss  after taxation and minority interests  (#4,274,000)  and
before  amortisation of goodwill (#499,000) by 139,364,613 (1998:  #2,288,000
by  129,199,267) being the weighted average number of Ordinary Shares  of  10
pence each in issue during the year.
       
A  reconciliation  of  basic (loss)/earnings per share  with  adjusted  basic
(loss)/earnings per share is as follows:

                         1999        Number   Pence    1998       Number Pence
                        #'000     of shares     per   #'000    of shares   per
                                              share                      share
                     --------      --------  ------ --------    -------- -----
                                                   
Basic (loss)/earnings  
per Ordinary Share     (4,274)  139,364,613  (3.07p)  2,122  129,199,267 1.64p
 
Eliminate amortisation                                                        
of goodwill               499             -   0.36p     166            - 0.13p
                     --------      --------  ------ --------    -------- -----
Adjusted basic                                                   
(loss)/earnings per                                                  
Ordinary Share         (3,775)  139,364,613  (2.71p)  2,288  129,199,267 1.77p
                     ========      ========  ====== =======     ======== =====
       
No dilution arises as a result of the share options in issue, as the value at
which  they were granted is in excess of both the market price at 31 December
1999  and  the  average market price for the year, and therefore  no  options
would  be  exercised. Accordingly the diluted (loss)/earnings  per  share  is
identical to the basic earnings per share as stated above.


4     TAXATION ON (LOSS)/PROFIT ON ORDINARY ACTIVITIES
  
                                                      1999        1998
                                                     #'000       #'000
                                                ----------  ----------
United Kingdom corporation tax on 
(loss)/profit on ordinary activities at 30%           (520)        853
Overseas taxation                                      645         629
                                                ----------  ----------
                                                       125       1,482
                                                    ======      ======

The  Group has taxable losses of #1,400,000 (1998: #nil) available for offset
against future UK taxable profits.


5    RECONCILIATION  OF  OPERATING  (LOSS)/PROFIT  TO  NET  CASH  FLOW   FROM
     OPERATING ACTIVITIES

                                                      1999        1998
                                                     #'000       #'000
                                                ----------  ----------
Operating (loss)/profit                             (1,989)      6,039
Depreciation of fixed assets                           783         637
Amortisation of trademarks                              44          15
Amortisation of goodwill                               499         166
Loss/(profit) on sale of tangible fixed assets          12          (2)
Decrease in stocks                                   6,032       2,550
Decrease/(increase) in debtors                       4,217      (1,391)
Decrease in creditors                               (5,374)     (2,951)
Exchange movements in respect of            
foreign undertakings                                   (54)       (157)
                                                ----------  ----------
Net cash inflow from operating activities            4,170       4,906
                                                    ======      ======

6     RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET
      DEBT

                                                      1999        1998
                                                     #'000       #'000
                                                ----------  ----------
Increase/(decrease) in cash in the year                455      (6,011)
Cash outflow/(inflow) from decrease in debt                            
and lease financing                                  5,304      (6,926)
                                                ----------   ----------
Changes in net funds resulting from cash flows       5,759     (12,937)
Loans and finance leases acquired with                  
subsidiaries                                             -        (898)
Foreign exchange movements                             729           -
New finance leases                                    (288)       (693)
                                                ----------  ----------
Movement in net debt                                 6,200     (14,528)
                                                ----------  ----------
                                                                       
Net debt at 1 January 1999                         (28,050)    (13,522)
Movement in net debt                                 6,200     (14,528)
                                                ----------  ----------
Net debt at 31 December 1999                       (21,850)    (28,050)
                                                    ======      ======

7     ANALYSIS OF CHANGES IN NET DEBT

                               At              Foreign     Other          At
                        1 January             Exchange  non-cash 31 December
                             1999 Cash flows movements movements        1999
                            #'000      #'000     #'000     #'000       #'000
                       ---------- ---------- --------- ---------  ----------

Cash at bank and
in hand                       775        989       (22)        -       1,742
Overdrafts                (19,872)      (534)       71         -     (20,335)
                       ---------- ---------- --------- ---------  ----------
                          (19,097)       455        49         -     (18,593)
                       ---------- ---------- --------- ---------  ----------
Debt due within one year                                                     
Bank loan                  (1,921)     1,032       178         -        (711)
Finance lease 
obligations                  (356)       141         -       (59)       (274)
                       ---------- ---------- --------- ---------  ----------
                           (2,277)     1,173       178       (59)       (985)
                       ---------- ---------- --------- ---------  ----------
Debt due after one year                                                      
Bank loan                  (6,405)     3,772       502         -      (2,131)
Finance lease
obligations                  (271)       359         -      (229)       (141)
                       ---------- ---------- --------- ---------  ----------
                           (6,676)     4,131       502      (229)     (2,272)
                       ---------- ---------- --------- ---------  ----------
Net debt                  (28,050)     5,759       729      (288)    (21,850)
                           ======     ======    ======    ======      ======


8     ANNUAL REPORT AND ACCOUNTS

Copies  of  the Report and Accounts are being mailed to shareholders  shortly
and  will  be  made available upon request to members of the  public  at  the
Company's  registered  office at United House, Shrewsbury  Avenue,  Woodston,
Peterborough, PE2 7BZ.

END

FR KKAKBFBKDNQB


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