TIDMWYG

RNS Number : 2385S

WYG Plc

29 November 2012

29 November 2012

WYG plc ("WYG" or the "Group")

Half Year Report

A return to operating profit

WYG plc, the global project management and technical consultancy, announces its half year results for the six months to 30 September 2012.

Financial overview:

   --           Revenue of GBP61.8m (H1 2011: GBP68.5m) 
   --           Operating profit* of GBP0.3m (H1 2011: loss of GBP2.5m) 
   --           Adjusted* loss per share of 0.8p (H1 2011: 4.3p loss) 
   --           Unrestricted cash as at 30 September 2012 GBP12.7m (31 March 2012: GBP16.4m) 
   --           Orderbook as at 30 September 2012 GBP124.1m (30 September 2011: GBP144.8m) 

*Before separately disclosed items

Key points:

   --           Return to operating profit 
   --           Overall trading performance in line with the Board's expectations 
   --           International sales accounted for 39% of Group revenue (H1 2011: 40%) 
   --           Revenue and orderbook reflect planned reduction in certain markets 

-- Progress in reducing legacy costs continues ahead of expectations; closure of loss making business in Republic of Ireland saving EUR5m in future support

   --           Cash position at 30 September 2012 ahead of the Board's expectations 

Current Trading & Outlook:

   --           Trading since the half year end in line with expectations 

-- Market conditions remain challenging in the UK albeit we see good opportunities in our key sectors of Defence & Justice and Energy & Waste

   --           International opportunities in donor-funded and other markets offer good prospects for international growth 

-- Orderbook GBP124.1m of which the UK accounts for GBP54.4m and GBP69.7m is International

Paul Hamer, Chief Executive Officer of WYG, said:

"As we guided earlier in the year, I am delighted to confirm that WYG has made an operating profit in the six month period ended 30 September 2012, marking a very significant milestone in the turnaround of the Group.

"Despite continued challenging conditions in the UK, we have secured good quality new business across our key sectors and we are developing a strong pipeline of international opportunities in both the public and private sectors, underpinning the Group's long term growth prospects.

"Trading in the first half, and since the period end, has been in line with our own expectations and market forecasts for the full year. We look forward to making further progress as we realise the benefits of legacy cost savings and focus on creating higher quality revenues through the delivery of our Global Integrated Strategy."

For further information, please contact:

   WYG plc                                                                       Tel: 0113 278 7111 

Paul Hamer, Chief Executive Officer

Sean Cummins, Group Finance Director

   MHP Communications                                                  Tel: 020 3128 8100 

John Olsen

Katie Hunt

James White

Vicky Watkins

   Numis Securities Limited                                             Tel: 020 7260 1000 

Stuart Skinner (Nominated Adviser)

David Poutney (Corporate Broker)

CHAIRMAN'S STATEMENT

Introduction

I am pleased to report that WYG has made an operating profit in the six month period ended 30 September 2012, marking a very significant milestone in the turnaround of the Group. WYG's overall trading performance in the first half of the current financial year has been in line with the Board's expectations - recognising the continuing challenges of doing business in our key markets in the UK and the positive effects of our progress in diversifying into international markets. The strengthening of the Company's balance sheet and our significant net cash balances have benefitted the Group's trading subsidiaries which can now bid with greater confidence of a positive outcome on projects where, until recently, the Group's financial covenant was often a barrier to winning new contracts.

During September, the Group's four trading companies in the Republic of Ireland were placed into liquidation. This business, which was built up through a series of 12 acquisitions between 1999 and 2008, had experienced extremely challenging trading conditions in recent years as a result of the wider economic conditions in Ireland and the severe decline in the Irish construction market. Its trading underperformance was exacerbated by the unsustainable property costs and the legacy of claims mainly associated with the companies prior to acquisition.

The directors of WYG estimate that the future legacy costs, primarily property-related, of supporting the Irish Business would have been at least EUR5 million and intend that these sums will now be redirected towards underpinning the growth initiatives of the wider business.

The Group's subsidiaries in Northern Ireland, which remain part of the Group (having been purchased from the liquidator for a nominal sum), have continued to trade profitably and are unaffected by the property issues that have impacted the business in the Republic of Ireland.

We continue to make very good progress reducing the other legacy costs relating to historical issues arising from the poor professional indemnity insurance history and the sub-optimal property portfolio from which WYG operates in the UK.

Cash management remains a very high priority and the Group's unrestricted cash position at 30 September 2012 at GBP12.7m (31 March 2012: GBP16.4m) was ahead of the Board's expectations.

With a robust financial platform, the benefits of our programme of 'self help' measures starting to flow through and a clearly defined strategy, the Board believes that the Group is now well placed to progress with the shift in focus from internal improvements to creating higher quality revenues through the delivery of our Global Integrated Strategy.

Senior appointments

I am pleased to announce that Glen Thorn, who joined us in March as Managing Director of the Buildings & Infrastructure business, has been appointed to lead the whole of the UK Region. Formerly Executive Director of Halcrow's Transportation Business Group Worldwide, Glen's priority will be to strengthen WYG's offering in our chosen markets and to drive growth. Also joining us, on 1 November as Group HR Director, is Karen Brookes. Karen comes to WYG from the Government Procurement Service and she will be focussing, among other things, on enhancing talent development, recruitment and retention processes throughout the Group working closely with the senior management team to ensure the successful execution of our growth initiatives. With new appointments generally, we have continued to see an improvement in the number and quality of responses we receive for advertised positions.

Strategy

Our Global Integrated Strategy is to focus on:

-- Enhancing our competitive client offering - delivering the best possible service and value to our clients. We continually review our operations so as to maximise our competitive offering to the market. By engaging with clients at an early stage of their projects we are able to deliver added value over the lifetime of the project.

-- Creating growth - directing our resources to attractive market sectors and geographies where we have or can achieve leading positions. The seven core market sectors we serve are: Defence & Justice, Energy & Waste, Environment (including water and waste water), Transport, Mining & Minerals, Urban & Commercial Development, and Social Development & Infrastructure.

-- Delivering global projects though greater internal and external collaboration - ensuring we make best use of our Group-wide resources. This approach is complemented by establishing and developing strategic partnerships and collaborations with third parties.

Results

Gross revenue reduced to GBP61.8m (2011: GBP68.5m). Net revenue attributable to in-house services, after deducting revenue attributable to third parties on which the Group does not make a margin, was GBP54.7 (2011: GBP61.3m).

Revenue in the UK is down to GBP32.0m (2011: GBP35.1m), largely as a result of the declining business in the Republic of Ireland prior to its closure five months into the period, and the restructuring of our Transport business. Excluding these factors, the continuing UK business was pleased to report modest growth. As expected, revenues are flat or slightly down in each of the Group's key overseas markets. However, this has delivered improved margins as we place less reliance on traditional EU donor funded work and direct our efforts to diversifying the overall portfolio of international work towards other donor providers and private sector work. We have also generated improved margins across the Group as a result of the better project and commercial disciplines introduced over the past two years and the reshaping of the Group's asset base.

The Group made an operating profit before separately disclosed items of GBP0.3m (2011: loss of GBP2.5m). On a statutory basis, the Group made a loss before tax of GBP0.7m (2011: profit of GBP40.3m) - the comparable period in the prior year was impacted by the separately disclosed items in that period.

Earnings per share adjusted to exclude separately disclosed items was a loss of 0.8p (2011: loss of 4.3p).

The Group closed the period with net cash at 30 September 2012 of GBP16.0m (31 March 2012: GBP23.1m) and unrestricted cash at GBP12.7m (31 March 2012: GBP16.4m). Net cash used in operations was GBP5.9m (2011: GBP21.6m). The Group continues to develop a culture which stresses the importance of cash generation and the effective management of working capital.

Total Group headcount reduced slightly during the period, mainly as a result of the closure of the business in the Republic of Ireland, closing on 30 September 2012 at 1,282 (31 March 2012: 1,325).

Dividend

As previously reported, the Board intends to invest its cash resources in the future growth opportunities available and does not expect to pay a dividend in the near future.

Outlook

Whilst trading conditions in the UK remain subdued, we are winning work in the Defence & Justice sector where we have a strong historical position, and Energy and Waste, where we have invested in increasing our skills and capacity in specialist areas such as nuclear decommissioning. Internationally, we are making progress in shifting the mix away from donor funded work in Eastern Europe and Turkey with some excellent local, private sector prospects and we are winning some significant projects in the Rest of the World.

The Board believes that the Group is now well placed to progress with the shift in focus from internal improvements to creating higher quality revenues through the delivery of our Global Integrated Strategy.Overall, in the coming years we expect to see the international business continuing to increase as a proportion of the business as a whole and are of the opinion that the prospects over the medium to long term are good.

In the near term, trading in the first half and since the period end has been in line with our own expectations and market forecasts for the full year. We look forward to making further progress as we realisethe benefits of legacy cost savings and focus on creating higher quality revenues through the delivery of our Global Integrated Strategy.

Mike McTighe, Non Executive Chairman

29 November 2012

BUSINESS REVIEW

Operationally, the Group is structured, and reports, on a regional basis with the four regions being:

   1.         UK 
   2.         Eastern Europe (which includes CIS and Western Balkans) 
   3.         MENA (Middle East & North Africa including Turkey) 
   4.         Rest of the World - focussed on the international donor-funded market 

UK (60.9% of Group Revenue)

The UK region generated net revenue of GBP32.1m (2011: GBP35.1m) with an operating loss before separately disclosed items of GBP0.7m (2011: loss of GBP3.3m).

Whilst the UK continues to be difficult, our energy market position has strengthened tremendously this year especially in the areas of renewable advice and waste to energy opportunities. One recent success is a major framework to provide strategic maintenance to Sellafield's Decommissioning Directorate covering the complete portfolio of assets for civil, structural, mechanical and electrical systems.

In the Transport sector, design work on the widening of the A453 around Nottingham is at its most intense prior to site works starting in early 2013 but elsewhere the Transport market remains flat, despite recent political support signalling an increase in future activity when funding plans materialise.

The Defence sector remains attractive with more opportunities emerging for the second half of the year. Work in support of the Defence Infrastructure Organisation (DIO) continues on a number of major projects including in Afghanistan where activity is ramping up and we now have a dedicated team of 13 working in and out of Camp Bastion alongside the Royal Engineers as part of the Civilian Engineering Support Team. Education and Health sectors remain strong: we are now heavily occupied providing a wide range of services on the 350 acre Desertcreat Joint Public Services College project in Northern Ireland, whichwill provide an integrated practical training and educational facility serving the joint public services community.

We continue to exploit pockets of very busy activity in the Planning arena, particularly in the residential market. The Retail sector also remains steady but public sector work continues to be constrained by limited client funds.

Among a number of awards in the UK business, our Civil and Structural Engineers in Manchester received the award for the best large project in the North-West from the Lancashire and Cheshire Branch of the Institution of Structural Engineers for their work on Manchester Metropolitan University's new Business School and Student Hub and Neil Smith, Regional Director at WYG, has been awarded the CIBSE Low Carbon Consultant of the Year award for 2012/13.

Eastern Europe (26.1% of Group Revenue)

Our business in Eastern Europe is run through subsidiaries in Poland, Romania, Bulgaria, Croatia and Russia, operating a region-wide network of offices. During this period net revenue of GBP15.1m (2011: GBP18.9m) was achieved, with an operating profit before separately disclosed items of GBP0.5m (2011: GBP0.6m).

Most of our operations in the region continued to be focused on the Social Development & Infrastructure Sector and are involved in high-level work for various national governments and public authorities throughout the Western Balkans as well as in Poland, Bulgaria and Romania. In Poland we maintained our position as a leading national provider of strategic and business advisory services and we are a lead adviser/independent evaluator to the Polish government on publicly financed development programmes.

Through our network of Western Balkan offices we continued to deliverthe EC funded Infrastructure Projects Facility (IPF1 and IPF2), and in July we announced our participation on the third stage of that massive programme, in joint venture with Mott Macdonald and Atkins.

In the CIS we provide consultancy services in the Mining, Metals & Minerals sector (these operations run through a collaborative joint venture), as well as selected engineering and related services including retail development and upgrading of railway stations.

Generally in Eastern Europe, the end of the current seven year international donor funding cycle is starting to make its presence felt. We have anticipated this by seeking to change the mix of work to include more local consultancy-based activity. We have some exciting prospects coming through and are making reasonable progress in rebuilding the orderbook in this region, although the type and volume of projects is less predictable than before. We will be seeking to build on our progress to date as we extend the full WYG service offering more widely throughout the Region, especially in the private sector.

MENA (11.6% of Group Revenue)

The MENA Region (which includes Turkey) contributed revenue of GBP6.7m (2011: GBP6.7m) with an operating profit before separately disclosed items of GBP0.3m (2011: GBP0.2m).

In Turkey, we continue to lead a number of major framework contracts and we have won a number of significant new projects. The IT function has re-branded as WYG IT Solutions and has moved to a free tax zone in the Techno Park, from which it not only provides support to the wider business but also functions as a profit centre in its own right.

We have opened a new office in Istanbul and our first private sector project with Foot Locker started there in September 2012. The team continues to be the country's market leader in the provision of consultancy services on donor-funded projects in the Social Development & Infrastructure sector. We are also seeing increasing demand for our technical services and we are heavily engaged as project managers and design teams in the delivery of two major projects to provide waste water treatment plants in Siverek and Ordu.

During the period we have provided support for the development of regional operations in the Middle East and North Africa from our regional headquarters in Ankara, Turkey. We have established a presence in both Dubai and Doha where we now have collaborative partnerships with local organisations as a result of which we expect to convert a number of opportunities into significant workstreams. Further afield, we have won projects in Pakistan and Nigeria.

The MENA Region remains a high priority for the Group. We have made considerable progress over the past six months in diversifying the range of services we offer by reducing our dependence on donor-funded work and moving into the private and public sectors where we believe there is a strong market for our core services. Our credentials in the region place us well to win further major projects in the Middle East in the coming months and these will provide an excellent platform from which to secure further work. In the meantime, we continue to place a very heavy emphasis on tight cost controls throughout the Region.

Rest of the World (1.4% of Group revenue)

In the Rest of the World - where we are predominantly focused on the donor funded market - we generated revenue of GBP0.8m (2011: GBP0.7m) with an operating profit before separately disclosed items of GBP0.1m (2011: loss of GBP0.1m).

During the past four years, we have significantly increased our portfolio of public financial management (PFM) projects with funding from the Asian Development Bank, the UK's Department for International Development, European Bank for Reconstruction and Development, EU and World Bank.

In the field of Social Development & Infrastructure, we are working in partnership with IPA Economics (UK) and CID Consulting (Egypt) to transform the Egyptian water sector by making utilities more efficient. We are undertaking similar but smaller projects with Safege in Lesotho.

Our strategic aim to diversify our client base in the international donor market was boosted by our inclusion in the Public Sector Governance and PFM frameworks, the PEAKS (Professional Evidence and Applied Knowledge Services) framework and GEFA (Global Evaluation Framework Agreement). We have also secured a number of major contract extensions, notably a two year extension to our work to strengthen trading relations between the European Union and South Africa.

Unaudited consolidated income statement

For the six months ended 30 September 2012

 
                                                                Six months 
                                            Six months            ended 30 
                                    ended 30 September           September      Year ended 
                                                  2012                2011   31 March 2012 
                             Note              GBP'000             GBP'000         GBP'000 
---------------------------  ----  -------------------  ------------------  -------------- 
Continuing operations 
Revenue                       4                 61,756              68,487         139,864 
Operating expenses                            (61,822)            (28,173)       (125,647) 
---------------------------  ----  -------------------  ------------------  -------------- 
Operating (loss)/profit*                          (66)              40,314          14,217 
Finance costs                 6                  (679)             (1,603)         (2,339) 
---------------------------  ----  -------------------  ------------------  -------------- 
(Loss)/profit before 
 tax                                             (745)              38,711          11,878 
Tax charge                    7                  (101)               (323)           (490) 
---------------------------  ----  -------------------  ------------------  -------------- 
(Loss)/profit attributable 
 to equity shareholders                          (846)              38,388          11,388 
---------------------------  ----  -------------------  ------------------  -------------- 
 
(Loss)/earnings per 
 share                        8 
Basic                                           (1.3p)               36.5p           13.4p 
---------------------------  ----  -------------------  ------------------  -------------- 
Diluted                                         (1.3p)               34.2p           11.8p 
---------------------------  ----  -------------------  ------------------  -------------- 
 

* Operating (loss)/profit includes a number of items, some previously described as exceptional, that are separately disclosed in note 4.

The accompanying notes to the interim results are an integral part of this consolidated income statement.

Unaudited consolidated statement of comprehensive income

For the six months ended 30 September 2012

 
                                            Six months  Six months 
                                              ended 30    ended 30    Year to 
                                             September   September   31 March 
                                                  2012        2011       2012 
                                               GBP'000     GBP'000    GBP'000 
------------------------------------------  ----------  ----------  --------- 
(Loss)/profit for the period attributable 
 to equity shareholders                          (846)      38,388     11,388 
------------------------------------------  ----------  ----------  --------- 
Other comprehensive (expense)/income: 
Net exchange adjustments offset in 
 reserves net of tax                             (576)         240      (811) 
Actuarial movements on defined benefit 
 pension scheme                                      -           -      (340) 
Tax on items taken directly to equity                -           -        153 
------------------------------------------  ----------  ----------  --------- 
Other comprehensive (expense)/income 
 for the period                                  (576)         240      (998) 
------------------------------------------  ----------  ----------  --------- 
Total comprehensive (expense)/income 
 for the period                                (1,422)      38,628     10,390 
------------------------------------------  ----------  ----------  --------- 
 

Unaudited consolidated balance sheet

As at 30 September 2012

 
                                                As at          As at      As at 
                                         30 September   30 September   31 March 
                                                 2012           2011       2012 
                                  Note        GBP'000        GBP'000    GBP'000 
--------------------------------  ----  -------------  -------------  --------- 
Non-current assets 
Goodwill                           10          11,645         26,445     11,645 
Other intangible assets            11           5,283          6,151      5,708 
Property, plant and equipment      11           2,817          2,849      3,206 
Deferred tax assets                               327             96        422 
                                               20,072         35,541     20,981 
--------------------------------  ----  -------------  -------------  --------- 
Current assets 
Work in progress                   12          21,546         29,006     27,066 
Trade and other receivables        13          26,636         27,166     28,589 
Tax recoverable                                    92            305        815 
Cash and cash equivalents                      15,963         30,119     24,280 
--------------------------------  ----  -------------  -------------  --------- 
                                               64,237         86,596     80,750 
--------------------------------  ----  -------------  -------------  --------- 
Current liabilities 
Trade and other payables                     (42,549)       (48,128)   (50,984) 
Current tax liabilities                         (528)          (513)      (613) 
Financial liabilities              14            (18)          (898)    (1,156) 
--------------------------------  ----  -------------  -------------  --------- 
                                             (43,095)       (49,539)   (52,753) 
--------------------------------  ----  -------------  -------------  --------- 
Net current assets                             21,142         37,057     27,997 
--------------------------------  ----  -------------  -------------  --------- 
Non-current liabilities 
Financial liabilities              14            (72)          (121)       (95) 
Retirement benefit obligation                 (3,474)        (2,815)    (2,770) 
Deferred tax liabilities                      (1,957)        (2,072)    (2,052) 
Provisions, liabilities and 
 other charges                     15        (18,051)       (21,886)   (26,099) 
--------------------------------  ----  -------------  -------------  --------- 
                                             (23,554)       (26,894)   (31,016) 
--------------------------------  ----  -------------  -------------  --------- 
Net assets                                     17,660         45,704     17,962 
--------------------------------  ----  -------------  -------------  --------- 
Shareholders' equity 
Share capital                                      70             70         70 
Share premium account                               -        123,674          - 
Capital redemption reserve                          -         35,646          - 
Merger reserve                                      -          6,284          - 
Hedging and translation reserve                 1,610          3,237      2,186 
Retained earnings                              15,980      (123,207)     15,706 
--------------------------------  ----  -------------  -------------  --------- 
Total shareholders' equity                     17,660         45,704     17,962 
--------------------------------  ----  -------------  -------------  --------- 
 

Unaudited consolidated statement of changes in shareholders' equity

For the six months ended 30 September 2012

 
                                                                        Hedging 
                                                Capital                     and 
                          Share     Share    Redemption    Merger   translation   Retained 
                        capital   premium       Reserve   reserve       reserve   earnings     Total 
                        GBP'000   GBP'000       GBP'000   GBP'000       GBP'000    GBP'000   GBP'000 
Balance as at 
 1 April 2011            35,648    42,214             -     6,284         2,997  (113,763)  (26,620) 
Profit for the 
 period                       -         -             -         -             -     38,388    38,388 
---------------------  --------  --------  ------------  --------  ------------  ---------  -------- 
Other comprehensive 
 income: 
Currency translation 
 differences                  -         -             -         -           240          -       240 
Other comprehensive 
 income for the 
 period                       -         -             -         -           240          -       240 
---------------------  --------  --------  ------------  --------  ------------  ---------  -------- 
Total comprehensive 
 income for the 
 period                       -         -             -         -           240     38,388    38,628 
---------------------  --------  --------  ------------  --------  ------------  ---------  -------- 
Share based payments          -         -                       -             -      1,847     1,847 
Issue of share 
 capital                     68    31,781             -         -             -          -    31,849 
Transfers *            (35,646)    49,679        35,646         -             -   (49,679)         - 
Balance at 30 
 September 2011              70   123,674        35,646     6,284         3,237  (123,207)    45,704 
---------------------  --------  --------  ------------  --------  ------------  ---------  -------- 
 

* Details of the transfers are disclosed in note 22 of the WYG plc Annual Report and Accounts for the year ended 31 March 2012.

Unaudited consolidated statement of changes in shareholders' equity (continued)

For the six months ended 30 September 2012

 
                                                                         Hedging 
                                                 Capital                     and 
                          Share      Share    Redemption    Merger   translation   Retained 
                        capital    premium       Reserve   reserve       reserve   earnings     Total 
                        GBP'000    GBP'000       GBP'000   GBP'000       GBP'000    GBP'000   GBP'000 
---------------------  --------  ---------  ------------  --------  ------------  ---------  -------- 
Balance as at 1 
 October 2011                70    123,674        35,646     6,284         3,237  (123,207)    45,704 
Loss for the period           -          -             -         -             -   (27,000)  (27,000) 
---------------------  --------  ---------  ------------  --------  ------------  ---------  -------- 
Other comprehensive 
 income: 
Currency translation 
 differences                  -          -             -         -       (1,051)          -   (1,051) 
Actuarial movements 
 on defined benefit 
 pension schemes              -          -             -         -             -      (340)     (340) 
Tax on items taken 
 directly to equity           -          -             -         -             -        153       153 
---------------------  --------  ---------  ------------  --------  ------------  ---------  -------- 
Other comprehensive 
 income/(expense) 
 for the period               -          -             -         -       (1,051)      (187)   (1,238) 
---------------------  --------  ---------  ------------  --------  ------------  ---------  -------- 
Total comprehensive 
 income/(expense) 
 for the period               -          -             -         -       (1,051)   (27,187)  (28,238) 
---------------------  --------  ---------  ------------  --------  ------------  ---------  -------- 
Share based payments          -          -             -         -             -        496       496 
Merger reserve 
 transfer                     -          -             -   (6,284)             -      6,284         - 
Capital reduction 
 *                            -  (123,674)      (35,646)         -             -    159,320         - 
Balance at 31 March 
 2012                        70          -             -         -         2,186     15,706    17,962 
---------------------  --------  ---------  ------------  --------  ------------  ---------  -------- 
 

* Details of the capital reduction are disclosed in note 22 of the WYG plc Annual Report and Accounts for the year ended 31 March 2012.

Unaudited consolidated statement of changes in shareholders' equity (continued)

For the six months ended 30 September 2012

 
                                                                           Hedging 
                                                   Capital                     and 
                             Share     Share    Redemption    Merger   translation   Retained 
                           capital   premium       reserve   reserve       reserve   earnings    Total 
                           GBP'000   GBP'000       GBP'000   GBP'000       GBP'000    GBP'000  GBP'000 
Balance at 1 April 
 2012                           70         -             -         -         2,186     15,706   17,962 
------------------------  --------  --------  ------------  --------  ------------  ---------  ------- 
Loss for the period              -         -             -         -             -      (846)    (846) 
------------------------  --------  --------  ------------  --------  ------------  ---------  ------- 
Other comprehensive 
 income: 
Currency translation 
 differences                     -         -             -         -         (576)          -    (576) 
Other comprehensive 
 income for the period           -         -             -         -         (576)          -    (576) 
------------------------  --------  --------  ------------  --------  ------------  ---------  ------- 
Total comprehensive 
 income for the period           -         -             -         -         (576)      (846)  (1,422) 
------------------------  --------  --------  ------------  --------  ------------  ---------  ------- 
Share based payments             -         -             -         -             -      1,120    1,120 
Balance at 30 September 
 2012                           70         -             -         -         1,610     15,980   17,660 
------------------------  --------  --------  ------------  --------  ------------  ---------  ------- 
 

Unaudited consolidated cash flow statement

For the six months ended 30 September 2012

 
 
                                               Six months    Six months 
                                                 ended 30      ended 30  Year ended 
                                                September     September    31 March 
                                                     2012          2011        2012 
                                         Note     GBP'000       GBP'000     GBP'000 
---------------------------------------  ----  ----------  ------------  ---------- 
Operating activities 
Cash used in operations                   16      (5,315)      (20,270)    (23,917) 
Interest paid                                       (483)       (1,050)     (1,622) 
Tax paid                                            (101)         (323)       (787) 
---------------------------------------  ----  ----------  ------------  ---------- 
Net cash used in operating activities             (5,899)      (21,643)    (26,326) 
---------------------------------------  ----  ----------  ------------  ---------- 
 
Investing activities 
Purchases of property, plant and 
 equipment                                          (515)         (190)     (1,368) 
Purchases of intangible assets 
 (computer software)                                (234)         (347)       (583) 
Purchase of subsidiary undertakings       19          166             -           - 
Disposal of subsidiary undertakings       19        (678)             -           - 
---------------------------------------  ----  ----------  ------------  ---------- 
Net cash used in investing activities             (1,261)         (537)     (1,951) 
---------------------------------------  ----  ----------  ------------  ---------- 
 
Financing activities 
Proceeds on issue of shares                             -        30,625      30,625 
Repayment of borrowings                              (19)       (2,630)     (2,630) 
Drawdown of loan facilities                             -         4,206       4,206 
Repayments of obligations under 
 finance leases                                       (1)         (170)       (151) 
---------------------------------------  ----  ----------  ------------  ---------- 
Net cash (used in)/generated from 
 financing activities                                (20)        32,031      32,050 
---------------------------------------  ----  ----------  ------------  ---------- 
Net (decrease)/increase in cash 
 and cash equivalents                             (7,180)         9,851       3,773 
Cash and cash equivalents at beginning 
 of period                                         23,143        19,370      19,370 
---------------------------------------  ----  ----------  ------------  ---------- 
Cash and cash equivalents at end 
 of period                                         15,963        29,221      23,143 
---------------------------------------  ----  ----------  ------------  ---------- 
 

1. Company details

WYG plc is incorporated and domiciled in England, the address of its registered office is Arndale Court, Otley Road, Headingley, Leeds, LS6 2UJ. The company is traded on AIM, a market operated by the London Stock Exchange plc

The principal activity of the Group in the period under review was that of international multi-skilled consultant. The Group's revenue derives mainly from activities in the UK, Eastern Europe, and Middle East & North Africa.

2. Basis of preparation

This condensed consolidated interim financial information for the six months ended 30 September 2012 should be read in conjunction with the financial statements for the period ended 31 March 2012, which are available on the Company's website at www.wyg.com, and have been prepared in accordance with IFRSs as adopted by the European Union.

This condensed consolidated interim financial information was approved for issue on 29 November 2012.

This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 March 2012 were approved by the Board of Directors on 7 June 2012 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified and did not contain any statement under Section 498 of the Companies Act 2006.

The condensed consolidated interim financial information has neither been reviewed nor audited.

3. Accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 March 2012, as described in those annual financial statements.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected annual earnings.

4. Detailed consolidated income statement

 
                                                                           Operating 
                                      Gross Revenue     Net Revenue    profit/(loss) 
                                            GBP'000         GBP'000          GBP'000 
-----------------------------------  --------------  --------------  --------------- 
 Six months ending 30 September 
  2012 
 Before separately disclosed items           61,756          54,721              254 
 Separately disclosed items                       -               -            (320) 
-----------------------------------  --------------  --------------  --------------- 
 Total                                       61,756          54,721             (66) 
-----------------------------------  --------------  --------------  --------------- 
 Six months ending 30 September 
  2011 
 Before separately disclosed items           68,487          61,302          (2,545) 
 Separately disclosed items                       -               -           42,859 
-----------------------------------  --------------  --------------  --------------- 
 Total                                       68,487          61,302           40,314 
-----------------------------------  --------------  --------------  --------------- 
 Year ending 31 March 2012 
 Before separately disclosed items          139,864         123,436          (3,467) 
 Separately disclosed items                       -               -           17,684 
-----------------------------------  --------------  --------------  --------------- 
 Total                                      139,864         123,436           14,217 
-----------------------------------  --------------  --------------  --------------- 
 

Details of separately disclosed items

 
 
                                        Six months     Six months 
                                          ended 30       ended 30   Year ended 
                                         September      September     31 March 
                                              2012           2011         2012 
                                           GBP'000        GBP'000      GBP'000 
-------------------------------------  -----------  -------------  ----------- 
 Employee termination costs                      -          (356)      (3,435) 
 Office closure costs                            -              -      (5,374) 
 Impairment of goodwill                          -              -     (14,800) 
 Gain on debt restructuring                      -         49,679       49,679 
 Other credits/(costs)                       1,406          (898)        (611) 
 Transaction costs                               -        (4,072)      (5,165) 
 Share option costs                        (1,250)        (1,018)      (1,658) 
 Amortisation of acquired intangible 
  assets                                     (476)          (476)        (952) 
 Separately disclosed items                  (320)         42,859       17,684 
-------------------------------------  -----------  -------------  ----------- 
 

The Group has incurred a number of material items in the year, whose significance is sufficient to warrant separate disclosure. The key elements included within separately disclosed items are:

   --      Annual charge in relation to share option costs 
   --      Annual charge for the amortisation of acquired intangibles 

-- Other credits/(costs) include the credit arising from the liquidation of the Irish business (see note 19) and additional legacy restructuring costs. In the comparative period, the other costs relate solely to restructuring costs.

5. Segmental information

IFRS 8 requires segment reporting to be based on the internal financial information reported to the chief operating decision maker. The Group's chief operating decision maker is deemed to be the senior management team comprising the Chief Executive Officer the Group Finance Director and the Group Commercial Director. Its primary responsibility is to manage the Group's day to day operations and analyse trading performance.

The Group's segments are detailed below and are those segments reported in the Group's management accounts used by the senior management team as the primary means for analysing trading performance. The Executive Committee assesses profit performance using operating profit measured on a basis consistent with the disclosure in the Group accounts.

The Group's operations are managed and reported by key market segments as follows:

   --              UK 
   --              Eastern Europe (which includes CIS and Western Balkans) 
   --              MENA (Middle East & North Africa including Turkey) 
   --              Rest of the World 

The results for the period ended 30 September 2011 have been restated to reflect this market segment analysis.

The segmental results for the six months ended 30 September 2012 are as follows:

 
 
                                    UK       EE     MENA      ROW    Group 
                               GBP'000  GBP'000  GBP'000  GBP'000  GBP'000 
-----------------------------  -------  -------  -------  -------  ------- 
Revenue 
External sales                  37,750   16,107    7,181      848   61,886 
Inter-segment sales              (130)        -        -        -    (130) 
-----------------------------  -------  -------  -------  -------  ------- 
External gross revenue          37,620   16,107    7,181      848   61,756 
Net revenue                     32,066   15,119    6,740      796   54,721 
-----------------------------  -------  -------  -------  -------  ------- 
Result 
Operating (loss)/profit 
 before separately disclosed 
 items                           (643)      549      293       55      254 
Separately disclosed 
 items (Note 4)                   (56)    (111)    (143)     (10)    (320) 
Operating (loss)/profit          (699)      438      150       45     (66) 
Finance costs                                                        (679) 
-----------------------------  -------  -------  -------  -------  ------- 
Loss before tax                                                      (745) 
Tax charge                                                           (101) 
-----------------------------  -------  -------  -------  -------  ------- 
Loss attributable to 
 equity shareholders                                                 (846) 
-----------------------------  -------  -------  -------  -------  ------- 
 

The segmental results for the six months ended 30 September 2011 are as follows:

 
 
                                        UK          EE       MENA        ROW      Group 
                                  Restated    Restated   Restated   Restated   Restated 
                                   GBP'000     GBP'000    GBP'000    GBP'000    GBP'000 
-------------------------------  ---------  ----------  ---------  ---------  --------- 
Revenue 
External sales                      41,287      20,106      7,126        715     69,234 
Inter-segment sales                  (747)           -          -          -      (747) 
-------------------------------  ---------  ----------  ---------  ---------  --------- 
External gross revenue              40,540      20,106      7,126        715     68,487 
Net revenue                         35,084      18,862      6,686        670     61,302 
-------------------------------  ---------  ----------  ---------  ---------  --------- 
Result 
Operating (loss)/profit 
 excluding separately 
 disclosed items                   (3,267)         653        186      (117)    (2,545) 
Separately disclosed 
 items (Note 4)                    (6,623)        (72)      (124)        (1)    (6,820) 
Net gain on debt restructuring                                                   49,679 
-------------------------------  ---------  ----------  ---------  ---------  --------- 
Operating (loss)/profit            (9,890)         581         62      (118)     40,314 
Finance costs                                                                   (1,603) 
-------------------------------  ---------  ----------  ---------  ---------  --------- 
Profit before tax                                                                38,711 
Tax charge                                                                        (323) 
-------------------------------  ---------  ----------  ---------  ---------  --------- 
Profit attributable 
 to equity shareholders                                                          38,388 
-------------------------------  ---------  ----------  ---------  ---------  --------- 
 
 
 
                          UK       EE     MENA      ROW    Group 
                     GBP'000  GBP'000  GBP'000  GBP'000  GBP'000 
-------------------  -------  -------  -------  -------  ------- 
Reportable segment 
 assets 
30 September 2012     41,849   17,513    7,686      879   67,927 
30 September 2011     55,371   26,198    9,146      902   91,617 
31 March 2012         43,999   23,224    8,072      919   76,214 
-------------------  -------  -------  -------  -------  ------- 
 

Reportable segment assets are reconciled to total assets as follows:

 
 
                            Six months    Six months 
                              ended 30      ended 30  Year ended 
                             September     September    31 March 
                                  2012          2011        2012 
                               GBP'000       GBP'000     GBP'000 
--------------------------  ----------  ------------  ---------- 
Reportable segment assets       67,927        91,617      76,214 
Cash and cash equivalents       15,963        30,119      24,280 
Taxation                            92           305         815 
Deferred tax                       327            96         422 
Total assets                    84,309       122,137     101,731 
--------------------------  ----------  ------------  ---------- 
 

6. Finance costs

 
 
                                                 Six months    Six months 
                                                   ended 30      ended 30  Year ended 
                                                  September     September    31 March 
                                                       2012          2011        2012 
                                                    GBP'000       GBP'000     GBP'000 
-----------------------------------------------  ----------  ------------  ---------- 
Interest on bank loans, guarantees and 
 overdrafts                                              82           787         820 
Interest on bonds                                       401           462         995 
Interest on obligations under finance 
 leases                                                   -             -           1 
Interest on defined benefit scheme liabilities          196           200         369 
Fair value losses on financial instruments 
 - interest rate swaps                                    -           154         154 
-----------------------------------------------  ----------  ------------  ---------- 
Total finance costs                                     679         1,603       2,339 
-----------------------------------------------  ----------  ------------  ---------- 
 

7. Tax

The tax charge for the period has been calculated by applying the Directors' best estimate of the effective tax rate for the year with consideration to the geographic location of the profits, to the loss before tax for the period.

8. (Loss)/earnings per share

The calculation of the basic and diluted earnings/(loss) per share is based on the following data:

 
 
                                                Six months        Six months 
                                                  ended 30          ended 30   Year ended 
                                                 September         September     31 March 
                                                      2012     2011 Restated         2012 
                                                   GBP'000           GBP'000      GBP'000 
---------------------------------------------  -----------  ----------------  ----------- 
 Earnings for the purposes of basic 
  and diluted (loss)/earnings per share 
  being profit for the year                          (846)            38,388       11,388 
 Adjustment relating to separately disclosed 
  items                                                320          (42,859)     (17,684) 
---------------------------------------------  -----------  ----------------  ----------- 
 Earnings for the purposes of basic 
  and diluted adjusted earnings/(loss) 
  per share                                          (526)           (4,471)      (6,296) 
---------------------------------------------  -----------  ----------------  ----------- 
 
 
                                                        Six months 
                                          Six months      ended 30 
                                            ended 30     September   Year ended 
                                           September          2011     31 March 
                                                2012      Restated         2012 
                                              Number        Number       Number 
---------------------------------------  -----------  ------------  ----------- 
 Number of shares 
 Weighted average number of shares for 
  basic earnings per share                64,533,176   105,088,851   84,811,013 
 Effect of dilutive potential ordinary 
  shares: 
    Share options                                  -     5,140,463    8,634,913 
    Convertible shares                             -     1,985,031    3,262,894 
---------------------------------------  -----------  ------------  ----------- 
 Weighted average number of shares for 
  diluted earnings per share              64,533,176   112,214,345   96,708,820 
---------------------------------------  -----------  ------------  ----------- 
 
 (Loss)/earnings per share 
 Basic                                        (1.3p)         36.5p        13.4p 
 Diluted                                      (1.3p)         34.2p        11.8p 
---------------------------------------  -----------  ------------  ----------- 
 
 Adjusted (loss)/earnings per share 
 Basic                                        (0.8p)        (4.3p)       (7.4p) 
 Diluted                                      (0.8p)        (4.0p)       (6.5p) 
---------------------------------------  -----------  ------------  ----------- 
 

The September 2011 earnings per share have been restated for the adjustment relating to the reporting of separately disclosed items.

9. Dividends

No dividend was proposed or paid in the six months to 30 September 2012 (2011: GBPNil).

10. Goodwill

 
                                           GBP'000 
---------------------------------------  --------- 
 Cost 
 At 1 April 2011 and 30 September 2011     108,708 
 
 At 1 April 2012 and 30 September 2012     108,708 
---------------------------------------  --------- 
 
 Accumulated impairment losses 
 At 1 April 2011, 30 September 2011       (82,263) 
 Impairment charge                        (14,800) 
---------------------------------------  --------- 
 At 1 April 2012 and 30 September 2012    (97,063) 
---------------------------------------  --------- 
 
 Net book value 
 At 30 September 2012                       11,645 
---------------------------------------  --------- 
 At 30 September 2011                       26,445 
---------------------------------------  --------- 
 

Goodwill is tested for impairment at the interim and financial year end reporting dates and whenever there are indications that it may have suffered an impairment. Goodwill is considered impaired to the extent that its carrying amount exceeds its recoverable amount, which is the higher of the value in use and the fair value less costs to sell of the cash generating unit to which it is allocated. In the impairment tests of goodwill performed in 2011 and 2012, the recoverable amount was determined based on the value in use calculations.

Management based the value in use calculations on cash flow forecasts derived from the most recent financial forecasts approved by the Board including certain sensitivities, in which the principal assumptions were those regarding sales growth and changes in direct costs.

Following the review at 30 September 2012, management decided that no further impairment was necessary.

11. Property, plant and equipment and intangible assets

 
                                               Property, plant 
                                                           and   Intangible 
                                                     equipment       assets 
                                                       GBP'000      GBP'000 
--------------------------------------------  ----------------  ----------- 
 Six months ended 30 September 2011 
 Opening net book amount as at 1 April 
  2011                                                   3,771        6,547 
 Additions                                                 190          347 
 Disposals                                               (246)          (7) 
 Depreciation and amortisation                           (810)        (716) 
 Exchange differences                                     (56)         (20) 
 Closing net book amount as at 30 September 
  2011                                                   2,849        6,151 
--------------------------------------------  ----------------  ----------- 
 Six months ended 30 September 2012 
 Opening net book amount as at 1 April 
  2012                                                   3,206        5,708 
 Additions                                                 515          234 
 Disposals                                                 (4)            - 
 Disposal of subsidiary undertaking 
  (note 19)                                              (158)            - 
 Depreciation and amortisation                           (717)        (656) 
 Exchange differences                                     (25)          (3) 
 Closing net book amount as at 30 September 
  2012                                                   2,817        5,283 
--------------------------------------------  ----------------  ----------- 
 

12. Work-in-progress

 
 
                                 30            30 
                          September     September   31 March 
                               2012          2011       2012 
                            GBP'000       GBP'000    GBP'000 
----------------------  -----------  ------------  --------- 
 Work-in-progress            23,117        31,483     29,236 
 Provision                  (1,571)       (2,477)    (2,170) 
----------------------  -----------  ------------  --------- 
 Net work-in-progress        21,546        29,006     27,066 
----------------------  -----------  ------------  --------- 
 

The value of work in progress comprises the costs incurred on a contract plus an appropriate proportion of overheads and attributable profit. Profit is recognised on a percentage completion basis when the outcome of a contract or project can be reasonably foreseen. Provision is made in full for estimated losses.

13. Trade and other receivables

 
 
                                                    30            30 
                                             September     September   31 March 
                                                  2012          2011       2012 
                                               GBP'000       GBP'000    GBP'000 
-----------------------------------------  -----------  ------------  --------- 
 Amounts falling due within one year 
 Amounts receivable on contracts                25,034        25,958     29,808 
 Less: provision for impairment of trade 
  receivables                                  (3,157)       (3,800)    (4,791) 
-----------------------------------------  -----------  ------------  --------- 
 Trade receivables - net                        21,877        22,158     25,017 
 Prepayments and accrued income                  3,238         3,464      1,774 
 Other receivables                               1,521         1,544      1,798 
-----------------------------------------  -----------  ------------  --------- 
                                                26,636        27,166     28,589 
-----------------------------------------  -----------  ------------  --------- 
 

14. Financial liabilities

 
 
                                                30            30 
                                         September     September   31 March 
                                              2012          2011       2012 
                                           GBP'000       GBP'000    GBP'000 
-------------------------------------  -----------  ------------  --------- 
 Current 
 Bank overdrafts                                 -           898      1,137 
 Obligations under finance leases               18             -         19 
                                                18           898      1,156 
-------------------------------------  -----------  ------------  --------- 
 Non-current 
 Bank loans                                     72           121         95 
                                                72           121         95 
-------------------------------------  -----------  ------------  --------- 
 
 Financial liabilities are repayable 
  as follows: 
 On demand or within one year                   18           898      1,156 
 In the second year                             72           121         95 
                                                90         1,019      1,251 
-------------------------------------  -----------  ------------  --------- 
 

15. Provisions, liabilities and other charges

 
                                                               Vacant 
                                     Claims   Redundancy    leasehold     Total 
                                    GBP'000      GBP'000      GBP'000   GBP'000 
---------------------------------  --------  -----------  -----------  -------- 
 
 At 1 April 2011                      8,096        1,163       17,924    27,183 
 Additional provisions                  375          356            -       731 
 Reclassified                             -            -        (407)     (407) 
 Utilised during the period           (970)      (1,227)      (3,133)   (5,330) 
 Exchange impact                          -         (18)        (273)     (291) 
---------------------------------  --------  -----------  -----------  -------- 
 At 30 September 2011                 7,501          274       14,111    21,886 
---------------------------------  --------  -----------  -----------  -------- 
 
 At 1 April 2012                      7,014        1,583       17,502    26,099 
 Additional provisions 
 Net impact of disposal of Irish 
  operations (see note 19)          (1,604)            -      (2,453)   (4,057) 
 Utilised during the period           (669)      (1,331)      (1,647)   (3,647) 
 Exchange impact                          -            -        (344)     (344) 
---------------------------------  --------  -----------  -----------  -------- 
 At 30 September 2012                 4,741          252       13,058    18,051 
---------------------------------  --------  -----------  -----------  -------- 
 

Claims

Provisions are made for current and estimated obligations in respect of claims made by contractors and the general public relating to accident or other insurable risks as a result of the business activities of the Group.

Redundancy

Provision is made for current estimated future costs of redundancy and ex gratia payments to be made where this has been communicated to those employees concerned.

Vacant leasehold properties

The Group has a number of vacant leasehold properties, with the majority of the head leases expiring within the next five years. Provision has been made for the residual lease commitments together with other outgoings, after taking into account assumptions relating to later periods of vacancy.

16. Cash generated from operations

 
                                                 Six months  Six months 
                                                   ended 30    ended 30    Year ended 
                                                  September   September      31 March 
                                                       2012        2011          2012 
                                                    GBP'000     GBP'000       GBP'000 
-----------------------------------------------  ----------  ----------  ------------ 
(Loss)/profit from operations                          (66)      40,314        14,217 
Adjustments for: 
Depreciation of property, plant and equipment           717         810         1,521 
Amortisation of intangible assets                       656         716         1,389 
Loss on disposal of property, plant and 
 equipment                                                4           -           374 
Share options charge                                  1,250       1,847         2,485 
Gain on acquisition and disposal of subsidiary 
 undertakings (see note 19)                         (2,406)           -             - 
Gain on debt restructuring                                -    (49,679)      (49,679) 
Impairment of goodwill                                    -           -        14,800 
-----------------------------------------------  ----------  ----------  ------------ 
Operating cash flows before movements in 
 working capital                                        155     (5,992)      (14,893) 
Decrease/(increase) in inventories                    4,172     (4,036)       (2,193) 
Decrease/(increase) in receivables                      801       2,535       (1,465) 
Decrease in payables                               (10,443)    (12,777)       (5,366) 
-----------------------------------------------  ----------  ----------  ------------ 
Cash used in operations                             (5,315)    (20,270)      (23,917) 
-----------------------------------------------  ----------  ----------  ------------ 
 

17. Analysis of net debt

 
                                                            Other        At 30 
                              At 1 April                 non-cash    September 
                                    2011   Cash flows       items         2011 
                                 GBP'000      GBP'000     GBP'000      GBP'000 
---------------------------  -----------  -----------  ----------  ----------- 
 Cash and cash equivalents        19,375       10,744           -       30,119 
 Bank overdrafts                     (5)        (893)           -        (898) 
 Bank loans due after one 
  year                          (48,411)      (1,576)      49,866        (121) 
 Finance leases and hire 
  purchase contracts               (170)          170           -            - 
---------------------------  -----------  -----------  ----------  ----------- 
                                (29,211)        8,445      49,866       29,100 
---------------------------  -----------  -----------  ----------  ----------- 
 Cash in restricted access 
  accounts                       (8,524)        3,436           -      (5,088) 
---------------------------  -----------  -----------  ----------  ----------- 
                                (37,735)       11,881      49,866       24,012 
---------------------------  -----------  -----------  ----------  ----------- 
                                                            Other        At 30 
                              At 1 April                 non-cash    September 
                                    2012   Cash flows       items         2012 
                                 GBP'000      GBP'000     GBP'000      GBP'000 
---------------------------  -----------  -----------  ----------  ----------- 
 Cash and cash equivalents        23,143      (7,180)           -       15,963 
 Bank loans due after one 
  year                              (95)           19           4         (72) 
 Finance leases and hire 
  purchase contracts                (19)            1           -         (18) 
---------------------------  -----------  -----------  ----------  ----------- 
                                  23,029      (7,160)           4       15,873 
---------------------------  -----------  -----------  ----------  ----------- 
 Cash in restricted access 
  accounts                       (6,665)        3,493           -      (3,172) 
---------------------------  -----------  -----------  ----------  ----------- 
                                  16,364      (3,667)           4       12,701 
---------------------------  -----------  -----------  ----------  ----------- 
 

Other non-cash movements represent currency exchange differences, the accrual of Payment in Kind (PIK) interest and the impact of the debt for equity swap.

18. Related party transactions

There have been no changes in the nature of related party transactions as described in the 2012 Annual Report and Accounts and there have been no new related party transactions which have had a material effect on the financial position or performance of the Group in the period to 30 September 2012.

19. Appointment of liquidator of Irish operations

Overview

On 24 August 2012 the directors of WYG Group Limited concluded that it was no longer viable to support the loss-making operations in Ireland and consequently WYG Ireland Limited and each of its three trading subsidiaries in Ireland (WYG Engineering (Ireland) Limited, WYG Environmental and Planning (Ireland) Limited and WYG Nolan Ryan Tweeds Limited) appointed a provisional Liquidator on 29 August 2012. The Group effectively relinquished control of its businesses in the Republic of Ireland and in Northern Ireland (WYG Engineering (Northern Ireland) Limited, WYG Management Services (Northern Ireland) Limited and WYG Environmental and Planning (Northern Ireland) Limited) from this date, and in the period ended 30 September 2012 this has been treated as a disposal of a subsidiary undertaking. The provisional Liquidators were formally appointed as Liquidators on 19 September 2012.

On 20 September 2012, the WYG Group completed the acquisition of all three of WYG Ireland Limited's subsidiaries in Northern Ireland for a nominal sum from the Liquidators.

Disposal of Irish operations

As noted above, the appointment of a Liquidator for the Republic of Ireland and Northern Ireland businesses has been treated as a disposal of these businesses in the period. The Republic of Ireland businesses that have been treated as a disposal, account for GBP1.5m of turnover and GBP0.1m operating loss in the Income Statement for the six months ended 30 September 2012 (2011: GBP3.7m turnover, GBP0.2m operating loss).

The Group recorded a net gain of GBP1,768,000 arising from the disposal which has been recognised as a credit in the income statement and is included within 'Separately disclosed items' in note 4.

 
                                                   Six months 
                                                     ended 30 
                                                    September 
                                                         2012 
                                                      GBP'000 
-------------------------------------------------  ---------- 
Legal and other expenses                                (890) 
Assets/(liabilities) disposed: 
  Fixed assets                                          (158) 
  Work in progress and receivables                    (4,455) 
  Cash                                                  (275) 
  Current liabilities                                   2,734 
  Provisions, liabilities and other charges             8,133 
Vacant leasehold provision for retained property      (3,321) 
Net gain on disposal                                    1,768 
-------------------------------------------------  ---------- 
 

Acquisition of Northern Ireland businesses

The Group's subsidiaries in Northern Ireland have continued to trade profitably and were unaffected by the property issues that have impacted the business in the Republic of Ireland. The entire share capital of the Northern Ireland businesses was re-acquired from the Liquidator on 20 September 2012 for a nominal sum. The assets and liabilities acquired at this date were:

 
                                              Six months 
                                                ended 30 
                                               September 
                                                    2012 
                                                 GBP'000 
--------------------------------------------  ---------- 
Assets acquired: 
  Work in progress and receivables                 2,457 
  Cash                                               166 
  Current liabilities                            (1,230) 
  Provisions, liabilities and other charges        (755) 
--------------------------------------------  ---------- 
Net assets acquired                                  638 
Consideration                                          - 
--------------------------------------------  ---------- 
Negative goodwill                                    638 
--------------------------------------------  ---------- 
 

The negative goodwill arising on acquisition has been recognised as a credit in the income statement and is included within 'Separately disclosed items' in note 4.

20. Availability of interim report

The interim report will be posted to shareholders in due course and copies will be available at the Company's registered office at Arndale Court, Otley Road, Headingley, Leeds LS6 2UJ, and on the Company's website: www.wyg.com.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR ZVLFLLFFXFBF

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