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Final Results

21st Jul 2005 07:00

Spice Holdings PLC21 July 2005 MAIDEN FINAL RESULTS 2005 Spice Holdings plc ("Spice" or the "Group"), the provider of outsourced supportservices to the UK electricity, telecoms and water sectors, is pleased toannounce its final results for the year ended 30 April 2005. Operational highlights: June 2004 Launch of Freedom Technical Services July 2004 Acquisition of Ives Contract Services August 2004 Admission to AIM October 2004 Meter U contract extension agreed with Siemens for the East of England November 2004 Acquisition of Atlantic Utility Services July 2005 Acquisition of Lamva Financial highlights: * Profit before tax of £5.2 million (2004: £2.4 million) - 117% increase * EBITA of £6.2 million (2004: £3.6 million) - 70% increase * Basic earnings per share of 11.6 pence (2004: 6.2 pence) - 87% increase * Final dividend of 1.7 pence per share (total dividend of 2.2 pence per share) Sir Rodney Walker, Chairman of Spice, said: "Over the coming year, ourstrategy will be to continue to focus upon growing our existing activitiesorganically and to pursue acquisition opportunities, which are complementary andwhich will enhance our existing operations in the same way that the acquisitionof Atlantic Utility Services has done in the current year. Many excitingopportunities exist for the current financial year, which has got off to anexcellent start." For further information, please contact: Spice Holdings plc Today only: 01756 770 376Simon Rigby, Chief Executive Officer Thereafter: 0113 384 3838Oliver Lightowlers, Group Finance DirectorCarl Chambers, Corporate Development Director Rawlings Financial PR Limited Tel: 01756 770 376John RawlingsCatriona Valentine CHAIRMAN'S STATEMENT I am very pleased to present our maiden set of full year results in what hasbeen a year of significant achievement and importance for the Group. Spice wassuccessfully admitted to the Alternative Investment Market (AIM) on 26 August2004. The Group's financial performance during the period has been strong and we havedelivered record results. Turnover for the year, arising from continuingoperations, was £85.5 million (2004: £80.5 million) and profit before tax was£5.2 million (2004: £2.4 million), increases of 6% and 117% respectively. Over the coming year, our strategy will be to continue to focus upon growing ourexisting activities organically and to pursue acquisition opportunities whichare complementary and which will enhance our existing operations in the same waythat the acquisition of Atlantic Utility Services has done in the current year.Our acquisition of Lamva Limited on 7 July 2005, following the end of ourfinancial year, maintains this strategy. I am looking forward to the next 12 months. Many exciting opportunities existfor the current financial year, which has got off to an excellent start. We have set ourselves ambitious internal targets and I have every confidence that these can be achieved. I would like to extend my personal thanks to all of Spice's customers, suppliers and advisers but most of all to our employees for their support, commitment and energy in this momentous year. Finally, I thank all our shareholders, old and new for their support. We hope,through our performance, to ensure that your confidence is fully rewarded. Sir Rodney WalkerChairman CHIEF EXECUTIVE OFFICER'S STATEMENT The Group provides support services and operates via three trading divisions.Looking at each in turn: Electricity Services Group The latest Regulatory Review of the Electricity Distribution Industry(Distribution Price Control Review 4) has been very much as originally predictedwith significant increases in capital expenditure (incremental spend of £1billion anticipated, representing an increase of 22% over the next five yearsand in our opinion the sustainable level in subsequent review periods) oninfrastructure development required but with pressure on Distribution NetworkOperators to reduce revenue spend. Spice launched its Freedom TechnicalServices business in June 2004 to enhance its service offering in the area ofspecialist electrical engineering projects up to and including 132KV, and in sodoing positioned the Electricity Services business to benefit from theinfrastructure development that is essential to meet increasing demands forelectricity in the UK. I am pleased to report that in its first year ofoperation, Technical Services has secured projects with major utility clientsand is already enhancing its reputation and credibility in this specialistarena. Electricity Services Group continues to deliver sustainable organic growth inits traditional maintenance activities. We experienced a significant increasein demand for cable jointing, service alterations and substation wiring projectsfrom our utility clients within Freedom Electrical Services, resulting in a 70%increase in turnover. This increase in demand has encouraged ElectricityServices, in partnership with its franchisee network, to invest in theestablishment of a new electrical apprenticeship scheme, which will enhance theGroup's capacity in this growing market. Freedom Maintenance, which providescivil substation maintenance services, continues to drive innovation andenterprise into its service offerings. Our achievements were recognised, whenFreedom Maintenance was declared by EDF Energy, the largest distribution networkoperation in the UK, as one of six key strategic partners. The combined strengths of our higher value, technically challenging services andour maintenance activities associated with substations and electricity networksdelivered an increased profit before interest and tax of £2.8 million (2004:£2.5 million) - an increase of 12%. Importantly, these strengths also seeElectricity Services well positioned to pursue further organic growth. Electricity Services' unique Freedom Model will have a continuing role to playin delivering lower cost labour solutions and, at a time when Distributionbusinesses have already delivered their early wins through the previous PriceControl reviews, they will now be seeking innovative solutions to enable thedelivery of further target reductions. Electricity Services has already identified a new business stream that willenhance its existing service offerings and this will be launched in Summer 2005on the same lines as Technical Services - through identifying opportunities inthe market, securing the services of the right people and growing organicallythrough impressive service delivery. Water Services Group I am pleased to report that profit before interest and tax for Water ServicesGroup was £2.9 million (2004: £1.3 million), an increase of 123%. This improvement in profits arose principally from our H2O Water Servicesbusiness (H2O), following the rationalisation of its cost base and theintroduction of a new performance/productivity remuneration scheme throughoutthe operation. Recent extensions to contracts with United Utilities andYorkshire Water have provided a platform for future growth and, together withother current opportunities, give cause for continued confidence in respect ofthe financial year ending 30 April 2006. Atlantic Utility Services (renamedAtlantic Water Services) was acquired in November 2004 and we focused verystrongly on integrating this business within our existing water operations, inorder to deliver synergy benefits and economy savings. This integration wascompleted in late April 2005, which coincided with the appointment of Bill Leachas Managing Director of Water Services Group, and Atlantic Water Services isexpected to contribute positively to results during the next financial year. Metro Rod which provides drain and environmental services, enjoyed a record yearwith operating profits exceeding £1 million for the first time. This wasachieved through two developments during the year. Firstly, we concluded therestructuring of the business. This involved the conversion of direct labouroperations in London and Wales into franchised operations. Secondly, wesuccessfully focused on increasing sales and profitability from our national keyaccounts and also on the development of local new business. We believe thatMetro Rod is well placed for further growth and expansion in the next financialyear. Our meter reading business, Meter U, is now reading around one million metersper month, compared to half a million 12 months ago. Our relationship withSiemens continues to be strong, as evidenced by our appointment to provide meterreading services to Siemens in the East of England. This involved themobilisation of 120 meter readers within three months, reflecting our ability torespond quickly to customer needs whilst maintaining performance in existingregions such as the East Midlands. Meter U also successfully concluded itspilot gas meter reading scheme in North London in the second half of the year.Subsequently, Meter U has been appointed by Siemens to provide gas meter readingservices for the whole of the area, requiring 200 gas meter readers in the Southof England by April 2006. Telecoms Services Group The deferral of certain anticipated overseas communications projects in thesecond half of the year and the slower recovery of the 3G roll out programmes inthe UK caused Telecoms Services to fall short of revenue and profit expectationsfor the year. However, strenuous cost control and better than expected marginson certain overseas and UK projects ensured that Telecoms Services stillreported a profit before interest and tax for the year of £2.4million (2004:£2.8million), and operating EBITA margins of 19.0% (2004: 17.3%). Good progress was made by Team Simoco in the introduction of its new range ofbase stations and terrestrial trunked radio (TETRA) equipment where salescontinue to increase in a very satisfactory manner. An exclusive partnershipwith Etelm (a French TETRA infrastructure manufacturer), to represent itsproducts on a world-wide basis (excluding France), resulted in the sale of thefirst ever commercial end user TETRA system being licensed in the UK and wegenerated large amounts of interest in international markets. The extension andmodernisation of Team Simoco's product and services range led to a majorredevelopment of UK and international distribution channels which is expected toyield some significant opportunities over the coming financial year. Team Telecom continued to experience poor trading conditions, due to the slowexpected roll out of 3G infrastructure in the UK and Europe. Compared with lastyear, the losses for the period have been significantly reduced by the closureof Team Telecom's Dutch office in the second half of the year. The businesscontinues to work with a small number of utility based customers providingspecialist telecoms maintenance support. We expect to see continued growth inthis area of the business over the next 12 months. Our intention is to returnTeam Telecom to profit over this period and reduce its dependency on thecellular installation and commissioning market. During the final quarter of theyear, Team Telecom won a small microwave roll-out framework contract with aEuropean manufacturer, which we hope signifies the recovery of telecomprogrammes. AirRadio achieved a very creditable performance over the period, continuing togrow both revenues and profits. Non British Airways ("BA") revenues grew by 45%as the business opened new airport infrastructure at Luton, Southampton andLiverpool airports. Further airport systems are expected over the next 12months. Significant progress has been made with other major airline industrycustomers, who have been transferring their business to us on a nationwidebasis. A recent agreement with British Airports Authority ("BAA") means thatany new customers at its seven airports will be automatically referred toAirRadio for their radio communications requirements. Terminal 5 at HeathrowAirport is a significant development for BAA, increasing the capacity of theairport by some 50% to 90 million in terms of annual passenger numbers; thisagreement spans the planned opening date of 2008. Our AirRadio business remainsunderpinned by the BA long term contract and we expect to see continued growthin this account over the coming months. We also expect AirRadio to continue todevelop further UK airport opportunities, whilst looking overseas for potentiallonger term expansion. Acquisitions Two acquisitions have been made during the year, one in Electricity Services andone in Water Services. In July 2004, we acquired the business and assets of Ives Contract ServicesLimited for cash consideration of £0.6 million. This is a grounds maintenancebusiness which complemented our existing maintenance business and brought withit contracts which expanded our utility client base in this activity. In November 2004, we acquired the business and assets of Atlantic UtilityServices Limited for cash consideration of £0.6 million. This was H2O's closestcompetitor in the installation of water meters and its acquisition hassignificantly strengthened our position in the sector. During the course of the year, we evaluated a number of other acquisitionopportunities, which were eventually rejected. We continue to evaluate othersuch opportunities as they arise - however, any acquisition that the Groupundertakes must fulfil our strict criteria, complement our existing businesses,or move Spice into strategically important areas. Following the end of the financial year, on 7 July 2005, we completed theacquisition of Lamva Limited, a specialist provider of civil and electricalservices primarily in the East and South East of England. During the year ended31 March 2005, Lamva Limited recorded an operating profit of £1.4 million (afteradjusting for non-recurring employment costs). The net consideration paid by theGroup was £5.9 million, representing a multiple of 4.1 times adjusted operatingprofit. This acquisition reinforces both our presence and expertise in thehigher value specialist electricity services market, whilst enhancing ourability to continue our expansion in other parts of the country. I am delighted with our performance for the year and would like to thank andextend my congratulations to all of my colleagues in the business for theircontribution to this performance. I very much look forward to deliveringfurther news of developments for Spice as the new financial year progresses. W S RigbyChief Executive Officer FINANCIAL REVIEW The financial performance of the Group during the year has been strong, as wehave continued to focus on improving our net margins and profitability. Turnover Turnover from continuing operations increased by 6% to £85.5 million (2004:£80.5 million). Organic turnover growth has been particularly strong withinWater Services which increased by £5.5 million, an increase of 19% compared tothe prior year after excluding the impact of the acquisition of Atlantic UtilityServices, which contributed £3.0 million of turnover in the current year. Profit on ordinary activities before tax Profit on ordinary activities before tax more than doubled to £5.2 million(2004: £2.4 million) - an increase of 117%. Profit on ordinary activities before interest, tax, amortisation of intangiblefixed assets and non-operating exceptional costs ("EBITA") EBITA increased by 70% to £6.2 million. Acquisitions contributed £0.2 millionto EBITA in the year, being the impact of Ives which was acquired prior to ouradmission to AIM. Atlantic Water delivered break even performance taking accountof restructuring costs in the period since acquisition. Overall operating EBITA margins were 7.2% (2004: 4.4%). Margins were improvedacross all divisions within the Group - Electricity Services operating EBITAmargins were 7.8% (2004: 7.1%), Water Services operating EBITA margins were 8.5%(2004: 4.9%) and Telecoms Services operating EBITA margins were 19.0% (2004:17.3%). Interest Interest payable at £0.6 million (2004: £0.8 million) has decreased as a resultof a reduction in borrowings arising from the repayment of debt with theproceeds of flotation but offset by the effect of acquisitions made in the yearand related debt and working capital. Interest cover has improved significantlyfrom 4.1 times in 2004 to 10.2 times in 2005. Tax The Group's effective rate of tax for the year was 29% (2004: 36%). Thedifference between the effective rate and the statutory tax rate of 30% largelyarises from the tax relief available to the Group from the exercise of employeeshare options. Earnings per share Basic earnings per share at 11.6 pence (2004: 6.2 pence) increased by 87% andadjusted basic earnings per share (before amortisation of intangible fixedassets and non-operating exceptional costs) at 12.9 pence (2004: 8.1 pence)increased by 59%. As at 30 April 2005, the Group's ESOP had adequate shares tosatisfy all share options vested and also options granted but not yet vested. Dividend The Board has recommended a final dividend of 1.7 pence per share (2004: nilpence) which together with the interim dividend amounts to a total dividend of2.2 pence per share (2004: nil pence). The dividend is covered 4.7 times byearnings. The final dividend will be paid on 20 September 2005 to members onthe register at the close of business on 9 September 2005. Cashflow Net cash inflows arising from operating activities increased by £2.9 million to£4.0 million (2004: £1.1 million). This inflow is after taking account of £1.1million of one off payments connected with the Group's admission to AIM. During2004 and in the first half of this financial year, we improved our tradecreditor position resulting in net working capital outflows of £3.9 million(2004: £3.9 million), which includes the one off payments connected to admissionto AIM. As anticipated, our utilisation of working capital in the second halfof the financial year has remained broadly neutral, after taking account of theacquisition of Atlantic Water Services. Balance Sheet Net assets increased to £17.5 million (2004: £2.3 million), reflecting theimpact of the net proceeds of flotation (£11.1 million), retained profits forthe year and also the exercise by employees of share options. Net currentassets are £0.8 million (2004: Net current liabilities of £5.8 million). Thenet proceeds arising from flotation of £11.1 million were used to repay bankdebt resulting in net debt of £4.5 million (2004: £16.4 million) at the balancesheet date. During the year, in anticipation of flotation, we conducted areview of the Group's banking arrangements and available facilities, resultingin the appointment of HSBC as sole bankers to the Group. At 30 April 2005, theGroup had unutilised bank facilities totalling £18.0 million. O J LightowlersGroup Finance Director CONSOLIDATED PROFIT AND LOSS ACCOUNTFor the year ended 30 April 2005 Note 2005 2004 £'000 £'000Turnover:Continuing operations 81,906 80,466Acquisitions 3,602 - --------- ---------Total continuing operations 85,508 80,466Discontinued operations - 2,153 --------- ---------Group turnover 2, 5 85,508 82,619Cost of sales 5 (59,713) (57,350) --------- ---------Gross profit 25,795 25,269Administrative expenses (19,943) (21,708) ----------------------------------------- --------- ---------EBITA 6,208 3,647Amortisation of intangible fixed assets (356) (86)----------------------------------------- --------- ---------Operating profit:Continuing operations 5,707 2,007Acquisitions 145 1,256 --------- ---------Total continuing operations 5,852 3,263Discontinued operations - 298 --------- ---------Group operating profit 5 5,852 3,561Loss arising on disposal of subsidiary undertakings - (290)Loss arising on disposal of associated undertaking - (68)Losses arising on disposal of fixed assets (77) (20)Net interest payable (567) (784) --------- ---------Profit on ordinary activities before tax 5,208 2,399Tax on profit on ordinary activities (1,515) (875) --------- ---------Profit on ordinary activities after tax 3,693 1,524Equity minority interests (5) (19) --------- ---------Profit for the year 3,688 1,505Dividends 3 (791) - --------- ---------Retained profit for the year 6 2,897 1,505 ========= ========= Earnings per share (pence per share) 4Basic 11.6 6.2Diluted 10.8 6.1 Adjusted earnings per share (pence per share)Basic 12.9 8.1Diluted 12.1 7.9 Acquisitions comprise Ives Contract Services Limited and Atlantic Water ServicesLimited. Discontinued operations in 2004 comprise VIP Bin Cleaning Limited andB2C Support Services Limited. EBITA comprises profit on ordinary activities before interest, tax, amortisationof intangible fixed assets and non-operating exceptional costs. There were no other recognised gains and losses other than reported in theprofit and loss account above. CONSOLIDATED BALANCE SHEETAs at 30 April 2005 Note 2005 2004 £'000 £'000 as restatedFixed assetsDevelopment expenditure 712 561Purchased goodwill 6,950 6,059Negative goodwill (174) (394) --------- ---------Intangible fixed assets 7,488 6,226Tangible fixed assets 11,876 12,505Investments 212 212 --------- --------- 19,576 18,943Current assetsStock 1,773 2,364Debtors 16,609 14,338Cash at bank and in hand - 127 --------- --------- 18,382 16,829Creditors - amounts falling due within one year (17,604) (22,568) --------- ---------Net current assets/(liabilities) 778 (5,739) --------- ---------Total assets less current liabilities 20,354 13,204Creditors - amounts falling due after more thanone year (1,437) (8,519)Provisions for liabilities and charges (1,389) (2,403) --------- ---------Net assets 17,528 2,282 ========= =========Capital and reservesCalled up equity share capital 4,213 3,100Share premium account 13,104 2,950Revaluation reserve 1,555 1,724Capital redemption reserve 100 100Profit and loss account (1,444) (5,651) --------- ---------Equity shareholders' funds 6 17,528 2,223Equity minority interest - 59 --------- ---------Capital employed 17,528 2,282 ========= ========= CONSOLIDATED CASH FLOW STATEMENTFor the year ended 30 April 2005 Note 2005 2004 £'000 £'000 Net cash inflow from operating activities 7a 4,024 1,114 Returns on investments and servicing of financeNet interest paid (560) (761)Interest element of finance lease payments (7) (23) --------- --------- (567) (784) --------- ---------Tax paid (1,483) (535) --------- ---------Capital expenditure and financial investmentPurchase of tangible fixed assets (2,308) (1,946)Development expenditure (329) (314)Sale of tangible fixed assets 1,786 397 --------- --------- (851) (1,863) --------- ---------Acquisitions and disposalsPurchase of trade and assets (1,362) (5,009)Disposal of subsidiary undertakings - (1,892)Net cash disposed of with subsidiary undertakings - 515 --------- --------- (1,362) (6,386) --------- ---------Equity dividends paid (177) (142) --------- ---------Net cash outflow before financing (416) (8,596) --------- ---------FinancingPrincipal repayment due under finance leases (133) (38)Sale of investments - own shares 1,141 257Purchase of investments - own shares - (759)Net proceeds from issue of shares 11,267 -Bank loan repayments (11,812) (1,640)Bank loan advances 1,750 6,595 --------- --------- 2,213 4,415 --------- ---------Increase/(decrease) in cash 7b, 7c 1,797 (4,181) --------- --------- NOTES TO THE PRELIMINARY ANNOUNCEMENTFor the year ended 30 April 2005 1. Basis of accounting The audited consolidated financial information for the year ended 30 April 2005has been prepared in accordance with applicable UK accounting standards and isconsistent with accounting policies applied in the financial statements for theyear ended 30 April 2004, with the exception of the accounting policy in respectof own shares (see below). The financial information included in thisannouncement has been extracted from the audited financial statements for theyears ended 30 April 2005 and 2004. The content of this announcement has beenagreed with the Company's auditors. UITF 38, Accounting for ESOP trusts, has been adopted in these financialstatements from 1 May 2004. Comparative numbers have been restated to reflectthe impact of the adoption of UITF 38 where appropriate. The adoption of UITF38 has had no effect on the consolidated profit and loss account of either 2005or 2004 but has resulted in a reduction in shareholders' funds of £7,144,000 at30 April 2004. This preliminary announcement does not constitute the Group's financialstatements. The Group's 2005 Annual Report and Financial Statements, on whichthe Company's auditors, PricewaterhouseCoopers LLP, have given an unqualifiedopinion in accordance with Section 235 of the Companies Act 1985, are to bedelivered to the Registrar of Companies following the Company's Annual GeneralMeeting. The Group's 2004 accounts, which contain an unqualified audit report,have been filed with the Registrar of Companies. 2. Turnover Turnover, which excludes value added tax, arises from several activities.Turnover is recognised in the profit and loss account at the point that aservice is provided or products supplied for each of the following activities: - facilities management and maintenance services; - private mobile radio products; - drain care, maintenance, repair and cleaning services; - services for the development and support of telecommunications networks; - employment agency services; - property maintenance; and - information technology installation, commissioning and maintenance activities. Where the Group operates as principal to the transaction, turnover is recognisedat gross values. Where the Group acts as agent in the transaction, with thefranchisee being the principal, the Group recognises within turnover the netcommission earned on the transactions. 3. Dividends 2005 2004 £'000 £'000 Interim dividend of 0.5 pence per share paid (2004: nil pence) 177 -Final proposed dividend of 1.7 pence per share (2004: nil pence) 614 - --------- --------- 791 - --------- --------- Dividends amounting to £136,000 (2004: £nil) have been waived by the ESOP andtherefore deducted in arriving at the aggregate of dividends paid and proposed. It is proposed that the final dividend per share amounting to £614,000 (2004:£nil) will be paid on 20 September 2005 to those shareholders on the register at9 September 2005. 4. Earnings per share Basic earnings per share is calculated by dividing the earnings attributable toordinary shareholders by the weighted average number of shares in issue duringeach period. The weighted average number of shares, after adjusting for sharesheld by the ESOP, in issue during the year used in the calculation of basicearnings per share was as follows: 2005 2004 '000 '000 Weighted average shares for basic earnings per share 31,900 24,365 ---------- ---------- Diluted earnings per share is the basic earnings per share adjusted for thedilutive effect of the conversion into fully paid shares of the weighted averagenumber of share options outstanding during the year. The weighted averagenumber of shares in issue during the period used in the calculation of dilutedearnings per share was as follows: 2005 2004 '000 '000 Weighted average shares for diluted earnings per share 34,043 24,869 ---------- ---------- Adjusted earnings per share have been calculated so as to exclude the effect ofthe amortisation of all intangible fixed assets and non-operating exceptionalcosts. Adjusted earnings per shares have been presented in order that theeffects on reported earnings of the amortisation of intangible fixed assets andnon-operating exceptional costs can be fully appreciated. Adjusted earningsused in the calculation of basic and diluted earnings per share reconciles tobasic earnings as follows: 2005 2004 £'000 £'000 Basic earnings 3,688 1,505Non-operating exceptional costs 77 378Amortisation of intangible fixed assets 356 86 --------- ---------Adjusted earnings 4,121 1,969 ========= ========= 5. Segmental analysis The turnover for the year was derived from the Group's principal activities andis attributable to the following markets: 2005 2004 £'000 £'000By destinationUK 83,830 76,680Continental Europe 853 1,627Rest of the World 825 4,312 --------- --------- 85,508 82,619 ========= ========= All turnover originates in the United Kingdom. The Group's profit before taxand net assets all substantially arise from UK operations and consequently thefollowing analyses are presented by business segment only. Turnover for the year is derived from the Group's principal activities asfollows: 2005 2004 £'000 £'000 Electricity Services 36,742 36,851Water Services 35,045 26,580Telecoms Services 13,493 16,264Head office 228 771Discontinued operations - 2,153 --------- --------- 85,508 82,619 ========= ========= The Group's profit before tax was derived from the Group's principal activitiesas follows: 2005 2004 £'000 £'000 as restated Electricity Services 2,780 2,499Water Services 2,937 1,257Telecoms Services 2,373 2,791Head office (2,238) (3,284)Discontinued operations - 298 --------- --------- 5,852 3,561Non - operating exceptional costs (77) (378)Net interest payable (567) (784) --------- --------- 5,208 2,399 ========= ========= The Group's profit before tax by principal activity for the year ended 30 April2004 has been restated such that the basis of presentation is consistent withthat presented for the year ended 30 April 2005. Certain central costs thatthat were previously allocated, during the year ended 30 April 2004, toElectricity Services, Telecoms Services and Water Services are now recordedwithin Head office costs. 6. Reconciliation of movement in equity shareholders' funds 2005 2004 £'000 £'000 as restated Profit for the year 3,688 1,505Dividends (791) - --------- ---------Retained profit for the year 2,897 1,505Proceeds from sale of own shares 1,141 257Payments to acquire own shares - (759)Issue of shares 12,636 -Costs of share issue (1,369) - --------- ---------Net addition to equity shareholders' funds 15,305 1,003Opening equity shareholders' funds 2,223 1,220 --------- ---------Closing equity shareholders' funds 17,528 2,223 ========= ========= Opening equity shareholders' funds were originally stated as £9,367,000 at 1 May2004 prior to the adoption of UITF 38, as described in Note 1. 7. Notes to the cash flow statement 7a. Reconciliation of operating profit to net cash inflow 2005 2004 £'000 £'000Reconciliation of operating profit to net cash inflowOperating profit 5,852 3,561Depreciation of tangible fixed assets 1,720 1,354Amortisation of negative goodwill (220) (290)Amortisation of intangible fixed assets 576 376Loss on sale of other fixed assets - 15Decrease in stock 742 1,042(Increase)/ decrease in debtors (2,271) 266Decrease in creditors (2,375) (5,210) --------- ---------Net cash inflow from operating activities 4,024 1,114 ========= ========= 7b. Analysis of net debt At 1 May Non cash At 30 April 2004 Cash flows movements 2005 £'000 £'000 £'000 £'000 Cash at bank and in hand 127 (127) - -Bank overdraft (4,637) 1,924 - (2,713) ---------- --------- --------- ---------Increase/(decrease) in cash duringthe year (4,510) 1,797 - (2,713)Bank loans due within one year (3,263) 3,020 - (243)Bank loans due after one year (8,471) 7,042 - (1,429)Finance leases due within one year (112) 88 (31) (55)Finance leases due after one year (48) 45 (5) (8) --------- --------- --------- ---------Net debt (16,404) 11,992 (36) (4,448) ========= ========= ========= ========= 7c. Reconciliation of net cash inflow to movement in net debt 2005 2004 £'000 £'000 Increase/ (decrease) in cash in the year 1,797 (4,181)Net cash disposed of with subsidiary undertakings - (515)Cash inflow from financing (2,213) (4,415) --------- ---------Change in net debt resulting from cash flows (416) (9,111)Net proceeds received from share issue 11,267 -Sale/(purchase) of investments - own shares 1,141 (502)New and acquired finance leases (36) -Net debt at 1 May (16,404) (6,791) --------- ---------Net debt at 30 April (4,448) (16,404) ========= ========= 8. Notice of Annual General Meeting The Annual General Meeting of Spice Holdings plc will be held at The RoyalArmouries, Armouries Drive, Leeds LS10 1LT, on Wednesday 7 September 2005 at2.00pm. 9. Availability of annual report The annual report will be sent to all shareholders on 9 August 2005. Copies maybe obtained from the Company Secretary at the Registered Office of the Companyat 111 Bradford Road, Tingley, Wakefield, WF3 1SD for a period of one month from9 August 2005. This information is provided by RNS The company news service from the London Stock Exchange

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