4th Sep 2006 07:02
Tarsus Group PLC04 September 2006 4 September 2006 Tarsus Group plc Interim results for the six months to 30 June 2006 GOOD FIRST HALF PERFORMANCE Tarsus Group plc, the international business-to-business media group withinterests in exhibitions, conferences, publishing and online media is pleased toannounce record interim results for the six months to 30 June 2006. Financial Highlights • Profit before tax up 52% to £0.8 million (2005: £0.5 million) • Adjusted profit before tax* up 42% to £1.1 million (2005: £0.8 million) • Basic EPS up 21% to 1.3p (2005: 1.1p) • Adjusted EPS* up 33% to 1.7p (2005: 1.3p) • Like-for-like revenue* growth of 12% • Continuing strong operating cash flow of £1.9 million • Interim dividend increased by 25% to 1.25 pence (2005: 1.0 pence) Operational Highlights • Exhibition bookings for the year to date already at 95% of our full year forecast. • US business performed strongly and forward booking levels are high. • Continued good progress in emerging markets and online portfolios. • Organic expansion accelerating with 15 new products launched in the year to date. Neville Buch, Chairman of Tarsus said: "We have again made good progress in the first half. The continued success ofour established products is enabling us to accelerate organic expansion and thisis demonstrated by the number of new product launches. The Group's largest eventthis year, Labelexpo Americas, takes place later this month and is on track tobe approximately 15% larger, in revenue terms, than the equivalent event in2004. Total exhibition bookings for the year to date are already at 95% of ourfull year forecast, giving high revenue visibility. We are confident that 2006will be a year of further progress." For further information please contact: Tarsus Group plc:Douglas EmslieGroup Managing Director: Tel. 020 8846 2700 Media:Matthew MothMadano Partnership Tel. 020 7593 4000 Investor RelationsNeville HarrisIRFocus Tel. 020 7593 4215 CHAIRMAN AND MANAGING DIRECTOR'S STATEMENT INTRODUCTION The first half of 2006 has been another period of excellent progress for Tarsus.Our established shows have again performed well. Since the beginning of 2006, wehave been able to accelerate our launch programme into both related and newmarkets with 15 new products which should provide the foundations for furtherprofitable growth in the years ahead. We are particularly excited by the growingopportunities in our emerging markets portfolio. The benefits of this investmentprogramme should manifest themselves in 2007 and beyond with some of theattendant costs of approximately £0.5 million being borne in 2006. RESULTS Group revenue, including our share of joint ventures, was £9.3 million (2005:£8.4 million) an increase of 10%, with underlying like-for-like growth of 12%. Profit before tax was £0.8 million (2005: £0.5 million), including £0.2 millionprofit on disposal. Adjusted profit before tax was £1.1 million (2005: £0.8million). Basic earnings per share were 1.3p (2005: 1.1p). Adjusted earnings per sharewere 1.7p (2005: 1.3p). Operating cash flow continued to be strong with £1.9 million generated in theperiod. Given the good first half performance and our confidence in the medium-termoutlook for the Group, your directors are proposing an interim dividend of 1.25pper share, an increase of 25%. The interim dividend will be paid on 6 November2006 to Shareholders on the Register of Members of the Company on 15 September2006. We will continue to offer a scrip alternative. During the period, we put the audit of the Group out to tender as a result ofwhich PKF (UK) LLP have been appointed as our Auditors. OPERATING REVIEW USA The US operations had a particularly good first half with revenues up 21% at£2.9 million and profit before tax 15% ahead at £0.9 million. The FebruaryOff-Price show produced revenues 3% higher than 2005 and, since the period-end,the August show has turned in another record performance with revenues slightlyahead of last year. The Group's largest event this year, Labelexpo Americas,takes place later this month and is on track to be approximately 15% larger, inrevenue terms, than the equivalent event in 2004. The first half performance was boosted by our first Packaging Summit in Chicagoin May 2006 which comprised the second Packaging Services Expo and the firstPackaging Containers and Materials Expo. This combination proved to be a strongdraw for the industry with revenues and buyer attendance more than double thosein 2005. Europe Our European business is second-half weighted. However, overall revenues rose by5% to £5.8 million (2005: £5.6 million), and profit before tax increased by £0.1million to £0.7 million. Our French division continued to perform well and a notable success was theDirect Marketing show where our share of revenues increased strongly, leading usto agree terms to buy out one of the minority interests in the show. As part ofthe same deal we sold our smaller Progilog software exhibition giving rise to asmall exceptional gain of £0.2 million in the period. Organic expansion in France continued apace with 9 new launches in the firsthalf - 5 exhibitions and 4 directories. The Group's two largest French exhibitions, Heavent and Educatec, take place inNovember and the outlook for both is very encouraging. Indicated revenues forboth events are ahead by approximately 15% respectively, compared with 2005. Although small, our UK online business is growing rapidly, aided by theacquisition of Onrec, an online recruitment business purchased in January 2006.In June we acquired tsnn.com, the leading online resource for the exhibitionindustry in the US. We have subsequently replicated our major online brands inthe UK into both the US and France. Emerging markets Emerging market revenues grew to £0.6 million from £0.5 million achieving abreak even result (2005: loss of £0.1 million). The launch of our Indian LabelSummit in Mumbai went very well and we will be replicating the event in Delhi in2007 as well as launching a new Flexible Packaging Summit in October 2007, alsoin Delhi. In China, the second BITTM travel show in Beijing doubled visitor numbers and ison track to become profitable in 2007. We are excited by the medium-termprospects in China, and following the establishment of an office in Shanghai in2005, we were delighted to enter into a major new strategic partnership with theShanghai Modern International Exhibition Company(SM) whose parent company areorganisers of the World Expo in Shanghai in 2010. Printing and Packaging is acore expertise for Tarsus and SM is a market leader in China. The partnershipwill concentrate on four shows in 2007: the 15th Print, Pack and Paperexhibition, the 7th Papertech Show, the 3rd Corrugated and Converting Expo andthe 14th Shanghai International Advertising Technology and Equipment exhibition. OUTLOOK A summary table of our major events is shown below : Major Events Date of Next event Prior Percentage next event m2 sold event of prior as at 4 Sept m2 sold at event 06 date of event Off-Price Aug 06* 10,359 10,022 103%Labelexpo Americas Sept 06 18,302 17,135 107%Educatec Nov 06 3,593 4,290 84%Heavent Nov 06 6,781 6,509 104%Off-Price Feb 07** - 9,884 -Labelexpo Europe Sept 07 24,086 26,643 90%Labelexpo Asia (China) Dec 07 3,370 6,678 50% *exhibition took place 25-29 August 2006**sales start in mid-September Our older established events continue to grow and remain extremely cashgenerative, although the performance of our Labelling portfolio continues to besignificantly weighted towards odd numbered years. This has enabled us to investsubstantially in our portfolio by both launching and acquiring other events inrelated areas which in turn have been successful. This combination isunderpinning the acceleration of our organic launch programme into areas, likeIndia and China, which in our view have the capability to grow in the future, atrates well above the Group average. A very high proportion of our revenues in the second half of this year will bederived in US dollars and euros. Total exhibition bookings for the year to dateare already at 95% of our full year forecast, giving high revenue visibility. Weare confident that 2006 will be a year of further progress. Neville Buch Douglas EmslieChairman Group Managing Director CONDENSED CONSOLIDATED INTERIM INCOME STATEMENTFor the six months ended 30 June Notes 2006 2005 £000 £000+------------------------------------------------------------------------------+|Group revenue plus share of joint venture 7 9,263 8,404||Less: share of revenue of joint venture (669) (478)|+------------------------------------------------------------------------------+Group revenue 8,594 7,926 Operating costs (7,867) (7,363) ----------------------- Group operating profit 727 563 Share of profit of joint venture -accounted for using the equity method 226 116Interest receivable 14 1Interest payable and other financial expenses (174) (159) -----------------------Profit before taxation 793 521 Taxation expense 10 (169) (147) -----------------------Profit for the financial period 624 374 ======================= Profit for the financial periodattributable to equity shareholders ofthe parent company 677 520Loss for the financial periodattributable to minority interests (53) (146) ----------------------- 624 374 ======================= Notes 2006 2005 Earnings per share (pence) 11- basic 1.3 1.1- diluted 1.2 1.0 CONDENSED CONSOLIDATED INTERIM STATEMENT OF RECOGNISED INCOME AND EXPENSEFor the six months ended 30 June 2006 2005 £000 £000 Foreign exchange translation differences (415) (567)Net loss on hedge of net investment in foreign subsidiary - (118) -----------------------Net loss recognised directly in equity (415) (685) Profit for the financial period 624 374 -----------------------Total recognised income and expense for the period 209 (311) =======================Attributable to:Equity holders of the parent company 262 (165)Minority interest (53) (146) -----------------------Total recognised income and expense for the period 209 (311) ======================= CONDENSED CONSOLIDATED INTERIM BALANCE SHEETAs at 30 June 2006 Notes 30 June 31 December 2006 2005 (restated) See Note 4 £000 £000NON-CURRENT ASSETSProperty, plant and equipment 389 350Intangible assets 12 28,930 27,760Investments in joint ventures 530 305Deferred tax assets 1,359 2,259 ----------------------- 31,208 30,674 CURRENT ASSETS +----------------------+Trade and other receivables | 7,946 8,160|Prepaid taxes | - 87|Cash and cash equivalents | 779 664| +----------------------+ 8,725 8,911 CURRENT LIABILITIES +----------------------+Trade and other payables | (7,303) (8,827)|Deferred income |(10,029) (6,615)|Provisions | (118) (131)|Bank overdrafts | (3,664) (3,011)|Other interest bearing loans and | |borrowings | (1,876) (1,350)|Liabilities for current tax | (828) (2,007)| +----------------------+ (23,818) (21,941) -----------------------NET CURRENT LIABILITIES (15,093) (13,030) -----------------------TOTAL ASSETS LESS CURRENT LIABILITIES 16,115 17,644 NON-CURRENT LIABILITIES +----------------------+Other payables | (62) -|Deferred tax liability | (791) (696)|Interest bearing loans and borrowings | (3,276) (4,416)| +----------------------+ (4,129) (5,112) -----------------------NET ASSETS 11,986 12,532 ======================= EQUITYShare capital 13 2,677 2,663Share premium account 13 33,911 33,707Reserves 13 (1,785) (1,370)Retained earnings 13 (22,710) (22,190) -----------------------Issued capital and reserves attributableto equity holders of the parent 12,093 12,810 MINORITY INTEREST (107) (278) -----------------------TOTAL EQUITY 11,986 12,532 ======================= CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTFor the six months ended 30 June 2006 2005 £000 £000 Cash flows from operating activitiesProfit for the period 624 374Adjustments for:Depreciation 81 78Amortisation 76 17Loss on disposal of fixed assets - 1Profit on disposal of intangible fixed assets (242) -Share option charge 153 99Share of operating profit in joint venture (226) (116)Taxation charge 169 147Net interest 160 158 -----------------------Operating cashflow before changes in workingcapital and provisions 795 758 Decrease/(increase) in trade and other receivables 587 (817)Increase in current trade and other payables 496 2,700Decrease in provisions (13) (83) -----------------------Cash generated from operations 1,865 2,558 Interest paid (199) (159)Income taxes (paid)/received (462) 345 -----------------------Net cash from operating activities 1,204 2,744 -----------------------Cash flows from investing activitiesInterest received 14 1Proceeds from sale of property, plant and equipment - 11Proceeds from sale of intangible fixed assets 651 -Acquisition of property, plant and equipment (98) (177)Acquisition of subsidiaries, net of cash acquired (573) (2,331)Acquisition of intangible fixed assets (195) -Dividends received - 177Deferred consideration received/(paid) 30 (20) -----------------------Net cash outflow from investing activities (171) (2,339) -----------------------Cash flows from financing activities Repayment of borrowings (586) (1,927)Proceeds from the issue of share capital 111 45Cost of share issue (9) (6)Dividends paid (1,087) (862) -----------------------Net cash outflow from financing activities (1,571) (2,750) -----------------------Net decrease in cash and cash equivalents (538) (2,345) Opening cash and cash equivalents (2,347) 932 -----------------------Closing cash and cash equivalents (2,885) (1,413) ----------------------- NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 1. REPORTING ENTITY Tarsus Group plc (the "Company") is a company domiciled in the United Kingdom.The condensed consolidated interim financial statements of the Company as at andfor the six months ended 30 June 2006 comprise the Company and its subsidiaries(together referred to as the "Group") and the Group's interest in jointlycontrolled entities. The consolidated financial statements of the Group as at and for the year ended31 December 2005 are available upon request from the Company's registered officeat Metro Building, 1 Butterwick, London W6 8DL. 2. STATEMENT OF COMPLIANCE These condensed consolidated interim financial statements have been prepared inaccordance with International Financial Reporting Standards (IFRS) IAS 34Interim Financial Reporting. They do not include all of the information requiredfor full annual financial statements, and should be read in conjunction with theconsolidated financial statements of the Group as at and for the year ended 31December 2005. These condensed consolidated interim financial statements were approved by theBoard of Directors on 4 September 2006. 3. SIGNIFICANT ACCOUNTING POLICIES The accounting policies applied by the Group in these condensed consolidatedfinancial statements are the same as those applied by the Group in itsconsolidated financial statements as at and for the year ended 31 December 2005. 4. ESTIMATES The preparation of consolidated interim financial statements requires managementto make judgments, estimates and assumptions that affect the application ofaccounting policies and the reported amounts of assets and liabilities, incomeand expense. Actual results may differ from these estimates. Except as described below, in preparing these condensed consolidated interimfinancial statements, the significant judgements made by management in applyingthe Group's accounting policies and the key sources of estimation uncertaintywere the same as those that applied to the consolidated financial statements asat and for the year ended 31 December 2005. During the six months ended 30 June 2006, management reassessed its estimates inrespect of the allocation of intangible assets, and the deferred tax thereon,between goodwill and trademarks and lists, in relation to two acquisitions madein 2005. As a result of the above change to the estimates, the Group's opening balancesheet has been restated, in accordance with IAS12, to reflect the impact ofdeferred taxation. The restatement has had no effect on the Group's net assetsas at 31 December 2005. 5. FINANCIAL RISK MANAGEMENT The Group's financial risk management objectives and policies are consistentwith that disclosed in the consolidated financial statements as at and for theyear ended 31 December 2005. 6. PROFIT AND LOSS ANALYSIS The following analysis illustrates the performance of the Group's activities,and reconciles the Group's profit, as shown in the interim income statement, toadjusted profits. Adjusted profit is presented to provide a better indication ofoverall financial performance and to reflect how the business is managed andmeasured on a day-to-day basis. The adjusted profit excludes share optioncharges, amortisation of intangible assets, minority interests' share of lossesand the impact of acquisitions and disposals. Six months Six months to 30 June to 30 June 2006 2005 £000 £000 Profit for the financial period after taxation 624 374Add back:Taxation charge 169 147 ----------------------- 793 521Add back:Charge for share options 153 99Amortisation charge 76 17Minority's share of losses 53 146Impact of acquisitions 242 -Deduct:Profit on disposal (242) - -----------------------Adjusted profit before tax 1,075 783 ----------------------- NOTES TO THE INTERIM FINANCIAL STATEMENTS (CONTINUED) 7. SEGMENTAL ANALYSIS Primary segment As at 30 June 2006, the Group is organised into three main business segments -Europe, USA and Emerging Markets. These segments are the basis on which theGroup reports its primary segment information. The main activities of all segments are the production of exhibitions,conferences, magazines, directories, and online media. The following table sets out the revenue and profit information and certainassets and liability information for the Group's geographical segments: Six months ended 30 June 2006 Emerging Central Europe USA Markets costs Group £000 £000 £000 £000 £000 -----------------------------------------------------Revenue 5,827 2,862 574 - 9,263 -----------------------------------------------------Profit/(loss) from operating activities 391 900 1 (565) 727Net financing costs - - - (160) (160)Share of profit from joint venture 226 - - - 226Add back minority interest loss/(profit) 64 (11) - - 53 -----------------------------------------------------Profit/(loss) before tax after minority interest 681 889 1 (725) 846 ============================================= Amortisation of intangible assets 76Cost of share options 153Impact of acquisitions 242Profit on disposal (242) --------Adjusted profit before tax* 1,075 ======== Six months ended 30 June 2005 Emerging Financing Europe USA Markets costs Group £000 £000 £000 £000 £000 -----------------------------------------------------Revenue 5,552 2,368 484 - 8,404 -----------------------------------------------------Profit/(loss) from operating 401 707 (132) (413) 563activitiesNet financing costs - - - (158) (158)Share of profit from joint venture 116 - - - 116Add back minority interest 76 70 - - 146 -----------------------------------------------------Profit/(loss) before tax after minority interest 593 777 (132) (571) 667 ============================================ Amortisation of intangible assets 17Cost of share options 99 --------Adjusted profit before tax* 783 ======== * Adjusted profit before tax represents Group profit before tax includingfinancing costs, share of profit from joint venture and excluding amortisationof intangible assets, cost of share options, minority share of losses and theimpact of acquisitions and disposals. This is the same measure as given in note6. NOTES TO THE INTERIM FINANCIAL STATEMENTS (CONTINUED) 8. REVENUE AND COST RECOGNITION Revenue and cost on events are recognised when an event is completed. Most ofthe Group's major 2006 exhibitions take place in the second half of the year.Revenue for future events of £10,029,000 is included in current liabilities,£8,875,000 of which relates to events to occur in 2006 and the balance to eventsin 2007. 9. ACQUISITION OF SUBSIDIARIES DH Publishing Limited By an agreement dated 11 January 2006 and made between David Hurst and TarsusExhibitions & Publishing Limited, Tarsus acquired the whole of the issued sharecapital of DH Publishing Limited for a consideration of up to a maximum of £1.3million of which £350,000 was paid upon signature of the agreement. DH Publishing Limited is focused on the business to business global onlinerecruitment industry principally through its portal www.onrec.com and themagazine Online Recruitment as well as a range of associated conferences. Acquiree's net assets at the date of acquisition: Carrying value and fair value £000Property, plant and equipment 3Other intangibles on acquisition (carrying value was £nil on 394acquisition)Trade and other debtors 54Cash and cash equivalents 6Trade and other payables (63) ----------Net identifiable assets and liabilities 394Goodwill on acquisition 1,001 ---------- 1,395 ----------Consideration:Satisfied in cash 545Contingent consideration 850 ---------- 1,395 ---------- Consideration paid in cash 545Cash acquired (6) ----------Net cash outflow 539 ========== NOTES TO THE INTERIM FINANCIAL STATEMENTS (CONTINUED) 9. ACQUISITION OF SUBSIDIARIES (CONTINUED) Tradeshow News Network (TSNN) By an agreement effective 1 January 2006 and made between Tarsus Group plc, MrDavid Larkin, Mr John Rice, Mr Patrick Buchen, and Trade Show News Network, Inc(TSNN) the parties agreed to amend the existing Stockholders Agreement betweenthem dated 1 July 2002 relating to their respective interests in TSNN. Tarsus, which previously owned 19.9% of TSNN, will acquire an additional 50.1%of the business for consideration of up to $300,000. Acquiree's net assets at the date of acquisition: Carrying value and fair value £000 Property, plant and equipment 1Other intangibles on acquisition (carrying value was £nil -on acquisition)Trade and other debtors 134Cash and cash equivalents -Trade and other payables (292) ----------Net identifiable assets and liabilities (157)Goodwill on acquisition 355 ---------- 198 ----------Consideration:Satisfied in cash 34Contingent consideration 164 ---------- 198 ---------- Consideration paid in cash 34Cash acquired - ----------Net cash outflow 34 ========== NOTES TO THE INTERIM FINANCIAL STATEMENTS (CONTINUED) 10. INCOME TAX EXPENSE The taxation charge for the six months ended 30 June 2006 is based on theestimated effective tax rate of 20% (2005: 22%) for the year ending 31 December2006. 11. EARNINGS PER SHARE Six months Six months to 30 June to 30 June 2006 2005 Basic earnings per share (pence) 1.3 1.1Diluted earnings per share (pence) 1.2 1.0Adjusted earnings per share (pence) 1.7 1.3Adjusted diluted earnings per share (pence) 1.6 1.2 Basic earnings per share The basic earnings per share has been calculated on profits after taxattributable to ordinary shareholders for the six months of £677,613 (June 2005:£520,303) and 53,347,147 (June 2005: 49,649,062) ordinary shares being theweighted average number of shares in issue during the period. Diluted earnings per share The diluted earnings per share has been calculated on profits after taxattributable to ordinary shareholders for the six months of £677,613 (June 2005:£520,303) and 55,743,884 (June 2005: 51,721,914) ordinary shares being theweighted average number of shares in issue during the period. Adjusted earnings per share The adjusted earnings per share has been calculated on profits after tax,adjusted to add back share option charges, amortisation, minority interests'share of losses and the impact of acquisitions and disposals, of £906,059 (June2005: £635,705) and 53,347,147 (June 2005: 49,649,062) ordinary shares being theweighted average number of shares in issue during the period. Adjusted diluted earnings per share The adjusted diluted earnings per share has been calculated on profits aftertax, adjusted to add back share option charges, amortisation, minorityinterests' share of losses and the impact of acquisitions and disposals, of£906,059 (June 2005: £635,705) and 55,743,884 (June 2005: 51,721,914) ordinaryshares being the weighted average number of shares in issue during the period. NOTES TO THE INTERIM FINANCIAL STATEMENTS (CONTINUED) 11. EARNINGS PER SHARE (CONTINUED) Weighted average number of ordinary shares (diluted): Six months Six months to 30 June to 30 June 2006 2005 Opening weighted average number of ordinary 53,347,147 49,649,062sharesEffect of share options 2,396,737 2,072,852 -----------------------------Closing weighted average number of ordinary shares (diluted) 55,743,884 51,721,914 ============================= Actual shares in issue at 4 September 2006: 53,542,531 12. INTANGIBLE FIXED ASSETS Goodwill Trademarks and Total Lists £000 £000 £000Cost:At 1 January 2006 (as reported) 26,689 649 27,338Allocation adjustments (1,507) 1,507 -Impact of deferred tax 452 - 452 -----------------------------------------At 1 January 2006 (as restated) 25,634 2,156 27,790Additions 1,736 394 2,130Disposals (234) - (234)Adjustments to deferred consideration (314) - (314)Foreign exchange adjustments (336) - (336) -----------------------------------------At 30 June 2006 26,486 2,550 29,036 ========================================= Amortisation:At 1 January 2006 - 30 30Amortisation charge - 76 76 -----------------------------------------At 30 June 2006 - 106 106 ========================================= -----------------------------------------Net book values:At 30 June 2006 26,486 2,444 28,930 ========================================= -----------------------------------------At 31 December 2005 (as restated) 25,634 2,126 27,760 ========================================= The opening balances relating to Goodwill and Trademarks and Lists have beenrestated as a result of the Director's finalising their assessment of theidentifiable intangible assets acquired with Mobile Office SAS and Heavent ExpoSAS on 17 June 2005. 13. RECONCILIATION OF MOVEMENTS IN EQUITY Share Share Minority Capital Retained Foreign Total capital premium interest redemption earnings exchange account reserve reserves £000 £000 £000 £000 £000 £000 £000As at 30 June 2006:Profit attributable to shareholders - - - - 677 - 677Recognised foreign exchange losses for the period - - - - - (415) (415) --------------------------------------------------------------------- - - - - 677 (415) 262Scrip dividend 3 113 - - - - 116New share capital subscribed 11 100 - - - - 111Cost of shares issued - (9) - - - - (9)Share option charge - - - - 153 - 153Movement in deferred tax - - - - (147) - (147)Dividend paid - - - - (1,203) - (1,203)Disposal of minority's share of subsidiary - - 224 - - - 224Minority interest loss for the period - - (53) - - - (53) ---------------------------------------------------------------------Net change in shareholders funds 14 204 171 - (520) (415) (546)Opening equity shareholders funds 2,663 33,707 (278) (443) (22,190) (927) 12,532 ---------------------------------------------------------------------Closing equity shareholders funds 2,677 33,911 (107) (443) (22,710) (1,342) 11,986 ===================================================================== As at 30 June 2005:Profit attributable to shareholders - - - - 520 - 520Recognised foreign exchange losses for the period - - - - - (567) (567)Recognised foreign exchange loss on the hedge in theperiod - - - - - (118) (118) --------------------------------------------------------------------- - - - - 520 (685) (165)Scrip dividend 13 362 - - - - 375New share capital subscribed 170 3,757 - - - - 3,927Cost of shares issued - (6) - - - - (6)Share option charge - - - - 99 - 99Movement in deferred tax - - - - 81 - 81Dividend paid - - - - (1,236) - (1,236)Acquisition of minority's share of subsidiary - - 315 - - - 315Minority interest loss for the period - - (146) - - - (146) ---------------------------------------------------------------------Net change in shareholders funds 183 4,113 169 - (536) (685) 3,244Opening equity shareholders funds 2,473 29,404 (349) (443) (26,601) (344) 4,140 ---------------------------------------------------------------------Closing equity shareholders funds 2,656 33,517 (180) (443) (27,137) (1,029) 7,384 ===================================================================== DIVIDENDS The following dividends were paid and proposed by the Group: For the six months ended 30 June 2006 2005 £000 £000 Dividend paid2005/2004 final dividend (2.25p/2.5p per share) 1,203 1,236 ======================== Dividend proposedDividend proposed in the period (1.25p/1p per share) 669 531 ======================== 14. LOANS AND BORROWINGS Loans and borrowings (non-current and current) of £586,000 were repaid duringthe six months ended 30 June 2006 (30 June 2005: £1,927,000; 31 December 2005:£3,504,000). 15. SHARE BASED PAYMENTS The Group's management awards share options to directors and employees, fromtime to time, on a discretionary basis. During the six months ended 30 June2006, the Group awarded 840,000 (year ended 31 December 2005: 924,000) sharesunder the Group's share incentive plan. The fair value of each of the options awarded was 42p per share. 16. RELATED PARTIES Directors of the company control 24.4% (31 December 2005: 24.4%) of the votingshares of the company. Executive officers also participate in the Group's share option programme. Independent report on review of condensed interim financial information Introduction We have been instructed by the company to review the financial information forthe six months ended 30 June 2006 which comprises the condensed consolidatedinterim income statement, the condensed consolidated interim statement ofrecognised income and expense, the condensed consolidated interim balance sheet,the condensed consolidated interim cash flow statement and the related notes. Wehave read the other information contained in the interim report and consideredwhether it contains any apparent misstatements or material inconsistencies withthe financial information. This report is made solely to the company in accordance with the terms of ourengagement. Our review has been undertaken so that we might state to the companythose matters we are required to state to it in this report and for no otherpurpose. To the fullest extent permitted by law, we do not accept or assumeresponsibility to anyone other than the company for our review work, for thisreport, or for the conclusions we have reached. Directors' responsibilities The interim report, including the financial information contained therein, isthe responsibility of, and has been approved by, the directors. The directorsare responsible for preparing the interim report in accordance with the ListingRules of the Financial Services Authority which require that the accountingpolicies and presentation applied to the interim figures should be consistentwith those applied in preparing the preceding annual accounts except where anychanges, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4issued by the Auditing Practices Board for use in the United Kingdom. A reviewconsists principally of making enquiries of group management and applyinganalytical procedures to the financial information and underlying financial dataand based thereon, assessing whether the accounting policies and presentationhave been consistently applied unless otherwise disclosed. A review excludesaudit procedures such as tests of controls and verification of assets,liabilities and transactions. It is substantially less in scope than an auditperformed in accordance with United Kingdom Auditing Standards and thereforeprovides a lower level of assurance than an audit. Accordingly we do not expressan audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications thatshould be made to the financial information as presented for the six monthsended 30 June 2006. PKF (UK) LLP4 September 2006 London, UK This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Tarsus