RNS Number : 8391I
  Vp PLC
  25 November 2008
   

      



 Press Release   25 November 2008


    Vp plc

    ("Vp" or "the Group")


    Interim Results


    Vp plc, the equipment rental specialist, today announces its Interim Results for the six months ended 30 September 2008.


 *   Profit before tax and amortisation increased by 15% to �13.9 million (H1
     2008: �12.1 million)
 *   Revenue growth of 7% at �81.6 million (H1 2008: �76.0 million)
 *   Operating margins increased to 17.1% (H1 2008: 15.9%)
 *   Earnings per share increased by 10% to 23.55 pence per share
 *   Interim dividend increased by 11% to 3.10 pence per share
 *   Further product extensions and acquisitions 

    Jeremy Pilkington, Chairman of Vp plc, commented: 

    "We are pleased to report further profit improvement in the period and expect that the result for the full year will be satisfactory. Vp
benefits from being engaged in a diverse range of markets and whilst the trading environment is more difficult to predict going forward, we
believe this diversity will offer some resilience against the economic climate and positions us to benefit when more normal trading
conditions resume."


    - Ends -  

    For further information please contact:


 Vp plc
 Jeremy Pilkington, Chairman             Tel: +44 (0) 1423 533 400
 jeremypilkington@vpplc.com

 Neil Stothard, Group Managing Director  Tel: +44 (0) 1423 533 445
 neil.stothard@vpplc.com                             www.vpplc.com

 Mike Holt, Group Finance Director       Tel: +44 (0) 1423 533 445
 mike.holt@vpplc.com                                 www.vpplc.com

    Media enquiries:
 Abchurch Communications
 Sarah Hollins / Mark Dixon      Tel: +44 (0) 207 398 7729
 mark.dixon@abchurch-group.com     www.abchurch-group.com 





    CHAIRMAN'S STATEMENT

    It is very encouraging for the Group to have made good progress in the first six months of the financial year against a background of
unprecedented turmoil in global financial markets and with the UK economy entering recession. However the economic effects of the liquidity
problems in the banking sector started to impact our activities only towards the end of the period under review and even then not in all of
our business sectors.  

    Profits before tax and amortisation are ahead 15% to �13.9 million on revenues ahead by 7% at �81.6 million. All businesses, with the
exception of UK Forks, posted very satisfactory profit improvement in the first half, driven by strong first quarter performances. Operating
margins improved slightly to 17.1%.

    As a Group, we have a significant exposure to regulated markets and infrastructure projects via the water industry, the National Grid
transmission upgrade and rail investment, as well as, of course our international oil and gas exploration support business. We have only a
limited exposure to residential construction, the first and worst hit sector, through our UK Forks business and, to a lesser extent, the
Hire Station tool rental activity.  

    Prospects for the trading environment within which the Group operates are more difficult to predict than ever but overall we anticipate
that, with the possible exception of oil and gas related work, market conditions will decline further before they improve.  

    Over the last eighteen months we have, both by organic product extension and acquisition, added a number of new revenue streams to our
business mix. Whilst most are still relatively small and at an early stage of development, we believe they provide the Group with the seeds
for future growth and diversification, whilst remaining within our strategic focus on specialist rental sectors.

    Capital investment in rental fleet in the first half remained strong at �17.6 million with a further �5.0 million spent on acquisitions.
We ended the period with a comfortable level of financial gearing of 57%, a modest increase on last year end (31 March 2008: 51%). We expect
capital investment to reduce in the second half, reflecting trading conditions, but we retain the flexibility to take advantage of
opportunities as they may arise.

    Reflecting these results and looking beyond the immediate challenges, your Board is declaring an interim dividend of 3.1p per share, an
increase of 11% on last year, payable on 5 January 2009 to shareholders registered at 5 December 2008.

    Groundforce
    Groundforce delivered better margins on strong revenue growth, benefiting from good demand from the infrastructure and utility sectors
and some early site preparation work for the Olympics. The acquisitions made towards the end of the previous financial year, in Ireland and
in trenchless technology in the UK, are performing satisfactorily. In the current period we acquired a regional competitor in the UK shoring
market which has been fully integrated within the existing Groundforce structure.

    UK Forks
    As anticipated, UK Forks did not replicate the exceptional performance it delivered in the first half of last year being affected by the
progressive decline in house building activity during the period. Nevertheless, UK Forks has delivered a very satisfactory result under the
circumstances, assisted by strong asset disposal profits. Ongoing adjustments are being made to optimise the hire fleet and at the same time
the cost base of the business is being managed in anticipation of difficult trading conditions continuing for some time.  

    Airpac Bukom
    Airpac Bukom's revenues and profits have benefited from the significant capital investment programme of the last two years. The three
additional overseas hubs in Sharjah, Curacao and Perth give Airpac Bukom an unrivalled platform from which to leverage our expertise within
these key regions. We expect exploration activity to remain strong even though the oil price has fallen back from its all time highs and we
therefore believe that prospects for this business remain very good.

    Torrent Trackside
    Torrent Trackside improved margins on static revenues although still against a relatively weak and unpredictable release of workload by
Network Rail. We believe that the flow of work from both Network Rail and the London Underground consortiums will improve going forward.
Torrent Trackside remains market leader within its sector and Government commitment to further rail infrastructure improvements should
continue to generate growth within this market.

    TPA
    TPA reported a strong first half performance with improved revenues and margins supported by high demand from the summer outdoor events
market and the National Grid transmission infrastructure upgrade programme which has continued to develop during the period.  


    TPA's German subsidiary continued to grow strongly, albeit from a small base, and we believe prospects within the European market are
very promising. Seasonality remains a feature of the business and the challenge over the coming months will be to minimise erosion of the
progress made in the first half.

    Hire Station
    Hire Station has entered a period of more mature rates of growth but still delivered an excellent uplift in profitability and margins.
This was achieved despite a quiet summer season for cooling equipment and without the flood remediation work which last year added
materially to activity levels in the first half. The specialist product and service lines which represent about a third of the division
continued to make excellent progress. During the period, Hire Station acquired three businesses; a specialist heating solutions provider, an
opportunistic expansion to its tool operations in the North East and the purchase of an in-house plant company together with an associated
three year exclusive supply agreement. An additional four greenfield branches were opened in the first half and post period end, the branch
network was further strengthened by a single branch acquisition on the South Coast.

    Outlook
    We have delivered what we believe to be a very creditable performance for the first half.

    The winter always presents us with an unpredictable trading period but given the further erosion of business confidence during the
autumn, we expect construction activity levels to reduce further in the coming months. However your Group is well placed with a diversity of
businesses deriving significant revenues from outside of the mainstream construction sector and we expect that the result for the full year
will be satisfactory.  

    We believe our long term focus on a broad range of specialist rental markets will offer some resilience against the economic downturn
and positions us to benefit when more normal trading conditions resume.

    Jeremy Pilkington 
    Chairman
    25 November 2008  Condensed Consolidated Income Statement
    For the period ended 30 September 2008

                                 Note  Six months to    Six months to 30 Sep 2007    Full year to  
                                         30 Sep 2008                                  31 Mar 2008  
                                                                         Restated                  
                                         (unaudited)                  (unaudited)       (audited)  
                                                                                                   
                                                �000                         �000            �000  
                                                                                                   
 Revenue                          3           81,604                       76,008         149,269  
                                                                                                   
 Cost of sales                              (55,108)                     (50,545)       (104,856)  
                                                                                                   
 Gross profit                                 26,496                       25,463          44,413  
                                                                                                   
 Administrative expenses                    (11,019)                     (12,125)        (21,437)  
                                                                                                   
                                                                                                   
 Operating profit before          3           15,894                       13,447          23,271  
 amortisation                                                                                      
                                                                                                   
 Amortisation of intangibles                   (417)                        (109)           (295)  
                                                                                                   
 Operating profit                             15,477                       13,338          22,976  
                                                                                                   
 Net financial expenses                      (1,950)                      (1,364)         (3,119)  
                                                                                                   
                                                                                                   
 Profit before amortisation and               13,944                       12,083          20,152  
 taxation                                                                                          
                                                                                                   
 Amortisation of intangibles                   (417)                        (109)           (295)  
                                                                                                   
 Profit before taxation                       13,527                       11,974          19,857  
                                                                                                   
 Income tax expense               4          (3,653)                      (2,840)         (4,462)  
                                                                                                   
 Net profit for the period                     9,874                        9,134          15,395  
                                                                                                   
                                                                                                   
 Basic earnings share             8          23.55 p                      21.40 p         36.09 p  
                                                                                                   
 Diluted earnings share           8          22.64 p                      20.35 p         34.26 p  
                                                                                                   
 Dividend per share               9           3.10 p                       2.80 p          10.50p  
                                                                                                   
 Dividends paid and proposed                   1,299                        1,195           4,409  
 (�000)                                                                                            






      Condensed Consolidated Statement of Recognised Income and Expense  
    For the period ended 30 September 2008


                                 Six months to    Six months to    Full year to
                                   30 Sep 2008      30 Sep 2007     31 Mar 2008
                                                       Restated  
                                   (unaudited)      (unaudited)       (audited)
                                          �000             �000            �000
                                                                 
 Actuarial losses on defined                                     
 benefit pension scheme                                          
                                             -                -           (419)
 Tax on items taken direct to                -                -             126
 equity                                                          
                                                                 
 Impact of change in tax rate                                    
 on items taken direct to                    -             (56)            (65)
 equity                                                          
                                                                 
 Effective portion of changes                                    
 in fair value of cash flow              (239)            (160)          (729) 
 hedges                                                          
                                                                 
 Foreign exchange translation               17                -             238
 difference                                                      
                                                                 
 Net expense recognised                  (222)            (216)           (849)
 directly to equity                                              
                                                                 
 Profit for the period                   9,874            9,134          15,395
 Total recognised income and                                     
 expense for the period                  9,652            8,918          14,546

      Condensed Consolidated Balance Sheet
    At 30 September 2008

                                 Note  30 Sep 2008    31 Mar 2008    30 Sep 2007
                                                         Restated       Restated
                                       (unaudited)      (audited)    (unaudited)
                                              �000           �000           �000
 Non-current assets                                                
                                                                   
 Property, plant and equipment    5        108,528        100,867         89,585
 Goodwill                         6         37,523         35,340         34,103
 Intangible assets                           7,568          5,979          3,349
 Total non-current assets                  153,619        142,186        127,037
                                                                   
 Current assets                                                    
                                                                   
 Inventories                                 5,251          4,794          4,938
 Trade and other receivables                37,985         32,779         39,193
 Cash and cash equivalents                   2,204          4,987          6,746
 Total current assets                       45,440         42,560         50,877
                                                                   
 Total assets                              199,059        184,746        177,914
                                                                   
 Current liabilities                                               
                                                                   
 Interest bearing loans and                (1,013)        (9,757)       (15,866)
 borrowings                                                        
 Income tax payable                        (4,074)        (2,560)        (2,970)
 Trade and other payables                 (39,435)       (40,697)       (37,884)
 Total current liabilities                (44,522)       (53,014)       (56,720)
                                                                   
 Non-current liabilities                                           
                                                                   
 Interest bearing loans and               (65,902)       (48,679)       (36,283)
 borrowings                                                        
 Employee benefits                         (1,321)        (1,433)        (1,886)
 Other payables                                  -              -        (4,240)
 Deferred tax liabilities                  (8,659)        (7,826)        (6,967)
 Total non-current liabilities            (75,882)       (57,938)       (49,376)
                                                                   
 Total liabilities                       (120,404)      (110,952)      (106,096)
                                                                   
 Net assets                                 78,655         73,794         71,818
                                                                   
 Equity                                                            
                                                                   
 Issued capital                              2,309          2,309          2,309
 Share premium                              16,192         16,192         16,192
 Hedging reserve                             (691)          (452)            117
 Retained earnings                          60,818         55,718         53,173
 Total equity attributable to               78,628         73,767         71,791
 equity                                                            
 holders of parent                                                 
                                                                   
 Minority interest                              27             27             27
 Total equity                     7         78,655         73,794         71,818






    Condensed Consolidated Statement of Cash Flows
    For the period ended 30 September 2008

                                 Note  Six months to    Six months to    Full year to
                                         30 Sep 2008      30 Sep 2007     31 Mar 2008
                                         (unaudited)      (unaudited)       (audited)
                                                �000             �000            �000
 Cash flows from operating                                             
 activities                                                            
                                                                       
                                              13,527           11,974          19,857
 Profit before taxation                                                
 Adjustment for:                                                       
 Pension fund contributions in                                         
 excess of service cost                        (113)            (222)         (1,034)
 Share based payment charges                     638              498           1,355
 Depreciation                     5            9,268            8,546          17,810
 Amortisation of intangibles                     417              109             295
 Net financial expense                         1,950            1,364           3,119
 Profit on sale of property,                 (2,190)          (1,731)         (3,373)
 plant and equipment                                                   
 Operating cash flow before                   23,497           20,538          38,029
 changes in working capital and                                        
 provisions                                                            
 (Increase)/decrease in                        (361)               55             467
 inventories                                                           
 Increase in trade and other                 (4,676)          (8,761)         (1,957)
 receivables                                                           
 (Decrease)/increase in trade                (3,543)            5,463           5,498
 and other payables                                                    
 Cash generated from operations               14,917           17,295          42,037
 Interest paid                             (2,017)            (1,397)         (3,031)
 Interest element of finance                   (103)             (77)           (158)
 lease rental payments                                                 
 Interest received                                29              132              88
 Income tax paid                             (2,231)          (1,051)         (3,611)
 Net cash from operating                      10,595           14,902          35,325
 activities                                                            
                                                                       
 Investing activities                                                  
 Proceeds from sale of                         5,959            4,583          10,284
 property, plant and equipment                                         
 Purchase of property, plant                (20,405)         (25,758)        (45,470)
 and equipment                                                         
 Acquisition of businesses and    6          (4,985)          (1,889)         (9,556)
 subsidiaries (net of cash and                                         
 overdrafts)                                                           
 Net cash from investing                    (19,431)         (23,064)        (44,742)
 activities                                                            
                                                                       
                                                                       
 Cash flows from financing                                             
 activities                                                            
 Purchase of own shares by                   (1,890)            (691)         (3,489)
 Employee Trust                                                        
 Repayment of loans                         (15,543)                -               -
 Repayment of loan notes                           -             (70)            (70)
 New loans                                    24,500            4,500          16,000
 New finance lease                                 -               28              29
 Payment of hire purchase and                (1,031)            (521)         (1,205)
 finance lease liabilities                                             
 Dividends paid                   9                -                -         (3,761)
 Net cash from financing                       6,036            3,246           7,504
 activities                                                            
                                                                       
                                                                       
                                                                       
 Net decrease in cash and cash               (2,800)          (4,916)         (1,913)
 equivalents                                                           
 Effect of exchange rate                          17                -             238
 fluctuations on cash held                                             
 Cash and cash equivalents at                  4,987            6,662           6,662
 beginning of period                                                   
 Cash and cash equivalents at                  2,204            1,746           4,987
 end of period                                                         

      Notes to the Condensed Financial Statements

    1.       Basis of Preparation

    Vp plc (the "Company") is a company domiciled in the United Kingdom. The Condensed Consolidated Interim Financial Statements of the
Company for the half year ended 30 September 2008 comprise the Company and its subsidiaries (together referred to as the "Group").  

    This interim announcement has been prepared in accordance with the Disclosure and Transparency Rules of the UK Financial Services
Authority and the requirements of IAS34 ("Interim Financial Reporting") as adopted by the EU. The accounting policies applied are consistent
for all periods presented and are in line with those applied in the annual financial statements for the year ended 31 March 2008 which were
prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU.  

    The interim announcement was approved by the Board of Directors on 24 November 2008.  

    The Condensed Consolidated Interim Financial Statements do not include all the information required for full annual Financial
Statements.  

    Subject to the restatement for hindsight adjustments referred to below, the comparative figures for the financial year ended 31 March
2008 are extracted from the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's
auditors and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to
any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement
under section 237(2) or (3) of the Companies Act 1985.  

    The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that
affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances; these
form the basis of the judgements relating to carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.  

    The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.  

    The Balance Sheet and Income Statement comparatives disclosed for the six month period ended 30 September 2007 have been restated to
reflect movements from goodwill to intangibles and the associated amortisation. The impacts of the restatements on the Balance Sheet were an
increase in the deferred tax liability of �441,000, an increase in intangible assets of �1,918,000 and a decrease in goodwill of �1,591,000.
In the Income Statement amortisation of intangibles increased by �97,000. 

    The Balance Sheet at 31 March 2008 has also been restated to reflect minor hindsight adjustments on acquisitions made in that year. 

    2.         Risks and Uncertainties 

    The risks and uncertainties for the Group have not changed from those disclosed in the last statutory accounts. In particular the Group
comprises six businesses serving different markets and manages the risks inherent to these activities. The key external risks include
general economic conditions, competitor actions, the effect of legislation, credit risk and business continuity. Internal risks relate
mainly to investment and controls failure risk. The Group seeks to mitigate exposure to all forms of risk where practicable and to transfer
risk to insurers where cost effective. The diversified nature of the Group limits the exposure to external risks within particular markets.
Exposure to credit risk in relation to customers, banks and insurers is managed through credit control practices including credit insurance
which limits the Group's exposure to bad debts via an aggregate first loss policy which covers the majority of the Group's accounts
receivable. Business continuity plans exist for key operations and accounting centres. The Group is an active acquirer and acquisitions may involve risks that might materially affect the Group
performance. These risks are mitigated by extensive due diligence and appropriate warranties and indemnities from the vendors.

    Taking into account these risk mitigation actions and the treasury management policies described in the 31 March 2008 accounts, the
Group's exposure to market, liquidity and credit risk is considered by the Board to be within normal parameters and represents an acceptable
level of risk.

    3.        Summarised Segmental Analysis
                        Revenue           Operating Profit
                                        Before amortisation 
                      2008      2007        2008        2007
                                                    Restated
                      �000      �000        �000        �000
 Groundforce        19,913    17,260       5,587       4,563
 UK Forks            7,813     8,098       1,535       1,929
 Airpac Bukom        7,442     6,075       1,538       1,358
 Hire Station       28,911    29,340       4,224       3,449
 Torrent Trackside   6,595     6,519         506         366
 TPA                10,930     8,716       2,504       1,782
                    81,604    76,008      15,894      13,447

      4.        Income Tax
    The effective tax rate of 27.0% in the period to 30 September 2008 (30 September 2007: 23.7%) reflects the standard rate of tax of 28%
as adjusted for estimated permanent differences for tax purposes and adjustments to prior year provisions.

    5.        Property, Plant and Equipment
                                        Sept 2008  Sept 2007  Mar 2008
                                             �000       �000      �000
 Carrying amount 1 April                  100,867     76,797    76,797
 Additions                                 19,170     23,530    45,287
 Acquisitions                               1,528        656     3,538
 Restatement of acquisitions                    -          -      (34)
 Depreciation                             (9,268)    (8,546)  (17,810)
 Disposals                                (3,772)    (2,852)   (6,911)
 Effect of movements in exchange rates          3          -         -
 Closing carrying amount                  108,528     89,585   100,867

    The value of capital commitments at 30 September 2008 was �8,645,000 (31 March 2008: �10,094,000).

    6.         Acquisitions
    The Group acquired the following businesses in the period to 30 September 2008.  

 Name of acquisition     Date of acquisition  Type of acquisition   Principle activity
 Redding Hire Limited    3 April 2008         Share purchase (100%  Hire and sale of
                                              equity)               shoring products
 Arcotherm (UK) Limited  18 April 2008        Share purchase (100%  Hire and sale of
                                              equity)               heating and cooling
                                                                    equipment
 D J Tool Hire Limited   24 April 2008        Business and assets   Hire and sale of small
                                                                    tools
 UCS Plant Limited       27 June 2008         Business and assets   Hire and sale of small
                                                                    tools

      
    None of the acquisitions in the current period were individually material in Group terms and hence the details are provided in aggregate
below:
                                              �000
 Property, plant and equipment               1,528
 Current assets                                626
 Cash                                          143
 Tax, trade and other payables             (1,377)
 Book value of assets acquired                 920
 Intangibles on acquisition                  2,006
 Deferred tax on intangibles                 (316)
 Fair value of assets acquired               2,610
 Goodwill on acquisition                     2,183
 Cost of acquisitions                        4,793
 Satisfied by                            
 Cash consideration                          4,708
 Acquisition costs                              85
                                             4,793
                                         
 Analysis of cash flow for acquisitions       �000
 Consideration                               4,708
 Acquisition costs                              85
 Cash included in acquisitions               (143)
 Payment of deferred consideration             270
 Adjustment for accruals                        65
                                             4,985
    Certain of the fair values included above are provisional due to the timing of acquisitions and will be finalised within 12 months of
the acquisition date.  

    As a result of the immediate integration of the acquisitions into Hire Station's and Groundforce's business, including the transfer of
assets between branches, it is not possible to accurately disclose separately the trading performance of the acquisitions in the Income
Statement. For the same reason it is not possible to disclose what the revenue or profit for the combined entity would have been had all
business combinations effected in the period occurred on 1 April 2008.

    Goodwill on acquisitions relates to the relationships, skills and inherent market knowledge of employees within the acquired businesses
together with the synergistic benefits within the enlarged businesses post acquisition, principally through economies of scale and improved
business processes and management. These are critical to the ongoing success of any specialised equipment rental business, together with the
availability of the right equipment.  

    7.         Statement of Changes in Equity
                                 Six months to    Six months to    Full year to
                                   30 Sep 2008      30 Sep 2007     31 Mar 2008
                                                       Restated  
                                          �000             �000            �000
                                                                 
 Total recognised income and             9,652            8,918          14,546
 expense for the period                                          
                                                                 
 Tax movements to equity                 (287)                -           (451)
                                                                 
 Impact of change in tax rate                -             (51)            (20)
 on items taken directly to                                      
 equity                                                          
                                                                 
 Share option charge in the                638              498           1,355
 period                                                          
                                                                 
 (Losses)/gains on disposal of            (38)              160              64
 shares                                                          
                                                                 
 Net movement in shares held by        (1,890)            (691)         (3,489)
 Vp Employee Trust at cost                                       
                                                                 
 Dividends to shareholders             (3,214)          (2,566)         (3,761)
                                                                 
 Change in equity during the             4,861            6,268           8,244
 period                                                          
                                                                 
 Equity at the start of the             73,794           65,550          65,550
 period                                                          
 Equity at the end of the               78,655           71,818          73,794
 period                                                          

    Included in the above changes is a charge to reserves of �239,000 (September 2007: �160,000 charge, March 2008: �729,000 charge) in the
Hedging Reserve. There were no changes in Issued Share Capital or Share Premium.

    8.        Earnings Per Share
    Earnings per share have been calculated on 41,922,500 shares (2007: 42,684,615) being the weighted average number of shares in issue
during the period. Diluted earnings per share have been calculated on 43,618,604 shares (2007: 44,886,741) adjusted to reflect conversion of
all potentially dilutive ordinary shares.



    9.        Dividends
    The Directors have declared an interim dividend of 3.10 pence (2007: 2.80 pence) per share payable on 5 January 2009 to shareholders on
the register at 5 December 2008. The dividend proposed at the year end was subsequently approved at the AGM in September and therefore
accrued, but was not paid in the period (2007 paid: nil). The cost of dividends in the Statement of Changes in Equity is after adjustments
for the interim and final dividends waived by the Vp Employee Trust in relation to the shares it holds for the Group's share option
schemes.

    10.      Analysis of Net Debt
                                    As at        Cash    Acquisitions        As at
                                 1 Apr 08        Flow                    30 Sep 08
                                     �000        �000            �000         �000
                                                                       
 Cash in hand and at bank less      4,987     (2,783)               -        2,204
 overdrafts                                                            
                                                                       
 Revolving credit facilities/    (56,543)     (8,957)               -     (65,500)
 medium term loans                                                     
                                                                       
 Finance leases and hire          (1,893)       1,031           (553)      (1,415)
 purchases                                                             
                                                                       
                                 (53,449)    (10,709)           (553)     (64,711)

    During the period the Group has replaced its �20m 364 day revolving credit facility with a three year committed facility increasing
total committed facilities to �70m. In addition the Group continues to have overdraft facilities totalling �15m. Underlying financial
gearing, excluding investment in own shares at cost, was 57% (51% at 31 March 2008).

    11.      Subsequent Events

    Since the half year the Group has made one acquisition totalling �1.1m (Power Tool Supplies Limited). 
      
    Responsibility statement of the directors in respect of the half-yearly financial report
     We confirm that to the best of our knowledge:

    * the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the
EU

               * the interim management report includes a fair review of the information required by: 

    (a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six
months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and
uncertainties for the remaining six months of the year; and

    (b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months
of the current financial year and that have materially affected the financial position or performance of the entity during that period; and
any changes in the related party transactions described in the last annual report that could do so.

    On behalf of the Board

    Mike Holt
    Group Finance Director
    25 November 2008

    The Board
    The Board of Directors who served during the six months to 30 September 2008 is unchanged from that set out on page 14 of the Annual
Report and Financial Statements 2008. With effect from 1 October 2008, Stephen Rogers joined the Board as a Non-Executive Director.
      Independent Review Report to Vp plc

    We have been engaged by the Company to review the condensed set of Financial Statements in the half-yearly financial report for the six
months ended 30 September 2008 which comprises the Condensed Consolidated Income Statement, Condensed Consolidated Balance Sheet, Condensed
Consolidated Statement of Cash Flows, Condensed Consolidated Statement of Recognised Income and Expense and the related explanatory notes.
We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in the condensed set of financial statements.  

    This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the
requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). Our review has
been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for
this report, or for the conclusions we have reached.

     Directors' responsibilities

     The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for
preparing the half-yearly financial report in accordance with the DTR of the UK FSA.

     As disclosed in note 1, the annual Financial Statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The
condensed set of Financial Statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim
Financial Reporting as adopted by the EU.

    Our responsibility

    Our responsibility is to express to the Company a conclusion on the condensed set of Financial Statements in the half-yearly financial
report based on our review. 
      
     Scope of review

     We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim
Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review
of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with
International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of
all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

     Conclusion

     Based on our review, nothing has come to our attention that causes us to believe that the condensed set of Financial Statements in the
half-yearly financial report for the six months ended 30 September 2008 is not prepared, in all material respects, in accordance with IAS 34
as adopted by the EU and the DTR of the UK FSA.

     KPMG Audit Plc

    Chartered Accountants Leeds

    25 November 2008



        





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