Interim Results

13 October 2011

Booker Group plc

Interim results of Booker Group plc

for the 24 weeks ended 9 September 2011

This announcement contains the interim results of Booker Group plc ('Booker') for the 24 weeks ended 9 September 2011.

Financial Highlights

·; Total sales £1.8 billion, +8.5%

·; Like-for-like sales in the half were:

- non-tobacco +5.1% (2010: +5.1%)

- tobacco +8.8% (2010: +5.7%)

- total +6.5% (2010: +5.3%)

·; Like-for-like sales to caterers were 5.7% (2010: +6.4%) and to retailers +6.9% (2010: +4.8%)

·; Operating profit +17.1% to £45.9m (2010: £39.2m)

·; Profit before tax +22.0% to £45.0m (2010: £36.9m)

·; Profit after tax +19.1% to £36.1m (2010: £30.3m)

·; Basic earnings per share +15.8% to 2.35 pence (2010: 2.03 pence)

·; Net cash £58.7m (2010: £10.1m)

·; Interim dividend up 22.2% to 0.33 pence per share (2010: 0.27 pence)

Operating Highlights

·; Customer Satisfaction has improved which has driven like-for-like sales

·; Conversion of another 11 branches into the 'Extra' format, taking the total number of 'Extra' branches to 126. An additional 10 are planned for the second half

·; Internet sales +22.6% to £300.0m (2010: £244.8m)

·; Ritter Courivaud and Classic, the two businesses we acquired last year, are performing well

·; Our branch in Mumbai is performing well and we have opened in Pune

·; We are building a more sustainable business with waste to landfill down 9%

Outlook

Group turnover in the second half to date is ahead of the same period last year. Working capital levels and costs are in line with plan. Overall, Booker continues to trade in line with management expectations.

Commenting on the results, Charles Wilson, Chief Executive of Booker, said,

"Our plan to Focus, Drive and Broaden Booker Group is on track. We improved choice, price and service for our customers, which increased sales by 8.5%. Ritter Courivaud and Classic, the two businesses we acquired last year, have fitted nicely into the Group and the internet and India are making good progress. In a challenging business environment, Booker continues to advance."

Booker Group plc will announce its Quarter 3 Interim Management Statement for the 16 weeks to 30 December 2011 on 12 January 2012.

For further information contact:

Tulchan Communications (PR adviser to Booker Group plc)

020 7353 4200

Susanna Voyle

Lucy Legh

A presentation for analysts will be held at 08.30am on Thursday 13 October 2011 at JP Morgan Cazenove's offices. For further details please call Sandra Cameron at Tulchan Communications on 0207 353 4200.

Chairman's Statement

 "I am pleased to report on a good performance for the half year to 9 September 2011. The Booker plan to Focus, Drive and Broaden the business is working well.

Financial Results

Sales for the 24 week period were £1.8 billion, an increase of 8.5%. Half year profit before tax was £45.0 million (2010: £36.9 million), up 22.0%. Basic earnings per share increased by 15.8% to 2.35 pence (2010: 2.03 pence). Net cash improved to £58.7m (2010: £10.1m).

Focus

We are continuing to improve cash conversion and operational efficiency. As a result, net cash improved to £58.7m.

Drive

Booker is continuing to 'drive' sales by improving choice, prices and service. Like-for-like non-tobacco sales showed an increase of 5.1%. The drive into the catering market is working with like-for-like sales to caterers having increased by 5.7% to £594m (2010: £562m). Like-for-like sales to retailers have increased by 6.9% to £1,216m (2010: £1,139m). Fresh departments performed particularly well with fruit and vegetable sales up 34%. Premier, our retail symbol group, continued to grow and now has 2,639 outlets (2010: 2,593 outlets). Our prices have remained competitive and stock availability has been good. Booker was voted 'best cash and carry for caterers' in a survey of independent businesses conducted by him!, the retail research consultancy. We were also awarded 'Wholesaler of the Year' by The Grocer magazine.

Broaden

The plans to 'broaden' the business are going well. We converted a further 11 branches to the 'Extra' format since we last reported. We now have 126 'Extras', which offer a broader range and better environment for customers, and plan to convert an additional 10 in the second half.

Booker.co.uk sales grew to £300.0m, up 22.6% versus the same period last year.

Booker Direct is performing well and Ritter Courivaud and Classic, the two businesses we acquired last year have fitted nicely into the group.

In India our branch in Mumbai is trading well, we have opened in Pune, with joint venture partner Satnam Arora, and expect to have our third branch in India open later this year.

Dividend

Booker's strategy to drive and broaden its business is working. In a challenging environment we continue to make good progress. As a result the Board has declared an interim dividend of 0.33 pence per share (2010: 0.27 pence) to be paid on 25 November 2011 to shareholders on the register at the close of business on 28 October 2011. The ex-dividend date will be 26 October 2011.

Outlook

Group turnover in the second half to date is ahead of the same period last year. Working capital levels and costs are in line with plan. Overall, Booker Group plc continues to trade in line with management expectations."

Richard Rose

Chairman

 Condensed consolidated financial statements

Consolidated income statement

Consolidated statement of comprehensive income

Consolidated balance sheet

Consolidated statement of changes in equity

Consolidated cash flow statement

Notes to the condensed financial statements

1. General information

Basis of preparation

Booker Group plc (the "Company") is a public limited company incorporated in the United Kingdom (Registration number 05145685). The Company's ordinary shares are traded on the London Stock Exchange.

The condensed consolidated interim financial statements of the Company as at and for the 24 weeks ended 9 September 2011 comprise the Company and its subsidiaries (together referred to as the "Group"). The financial statements are presented in Sterling and rounded to the nearest hundred thousand.

The comparative figures for the period ended 25 March 2011 are not the statutory accounts for that financial year. Those accounts were prepared in accordance with IFRSs as adopted by the EU, have been reported on by the auditors and delivered to the Registrar of Companies. Copies are available upon request from the Company's registered office at Equity House, Irthlingborough Road, Wellingborough, Northamptonshire, NN8 1LT or from the website www.booker.co.uk. The report of the auditors was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.

As required by the Disclosure and Transparency Rules of the Financial Services Authority, this condensed set of accounts has been prepared applying the accounting policies and presentation that were applied in the preparation of the company's published consolidated accounts for the period ended 25 March 2011 other than as noted below and except for the Group's tax measurement basis (see note 3).

The following new standards, amendments to standards and interpretations issued by the International Accounting Standards Board became effective during the period, but have no material effect t on the Group's financial statements:

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting'. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the period ended 25 March 2011. These condensed consolidated interim financial statements were approved by the Board of Directors on 12 October 2011.

Going concern

The Directors consider that the risks noted in this Report are those known to the Directors at the date of such Report which the Directors consider to be material to the Group but these do not necessarily comprise all risks to which the Group is exposed. In particular, the Group's performance could be adversely affected by poor economic conditions. Additional risks and uncertainties currently unknown to the Directors, or which the Directors currently believe are immaterial, may also have a material adverse effect on the business, financial condition or prospects of the Group.

In July 2011, the Group negotiated a new unsecured bank facility of £120m for a period of 5 years. The Group's forecasts and projections, taking account of possible changes in trading performance and considering the risks identified, show that the Group should be able to operate within the level of its bank facility.

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Group and Company financial statements.

Use of assumptions and estimates

The preparation of accounts in accordance with generally accepted accounting principles requires the Directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

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

Some of these policies require a high level of judgement and the Directors and the Audit Committee believe that the most critical accounting policies and significant areas of judgement and estimation arise from the accounting for:

·; IAS19 'Employee benefits'. Defined benefit schemes are accounted for in accordance with the advice of an independent qualified actuary but significant judgements are required in relation to the assumptions for future salary and pension increases, inflation, investment returns and mortality that underpin their valuations.

·; IAS37 'Provisions, contingent liabilities and contingent assets'. The Group is party to a number of leases on properties that are no longer required for trading. Whilst every effort is made to profitably sub-let these properties, it is not always possible. Where a lease is onerous to the Group, a provision is established for the difference between amounts contractually payable to the landlord and amounts contractually receivable from the tenant (if any) for the period up until the point it is judged that the lease will no longer be onerous. In addition, provisions exist for the expected future dilapidation cost on leasehold properties and the expected future costs of removing asbestos from leasehold properties. The Directors believe that their estimates, which are based upon the advice of an in house property department who monitor the UK property market, are appropriate.

·; IAS36 'Impairment of assets'. In testing for impairment of goodwill, the Directors have made certain assumptions concerning the future development of the business that are consistent with its annual budget and forecast into perpetuity. Should these assumptions regarding the discount rate or growth in the profitability be unfounded then it is possible that goodwill included in the balance sheet could be impaired. The Directors do not consider that any reasonably likely changes in key assumptions would cause the carrying value of the goodwill to become impaired.

·; IAS12 'Income Taxes'. In applying the Group's accounting policy in relation to deferred tax, as set out below, the Directors are required to make assumptions regarding the Group's ability to utilise historical tax assets following an assessment of the likely quantum and timing of future taxable profits. A deferred tax asset is recognised to the extent that the Directors are confident that the Group's future profits will utilise historical tax assets.

Operating segments

IFRS 8 "Operating Segments" requires that the segments should be reported on the same basis as the internal reporting information that is provided to the chief operating decision maker. The chief operating decision maker has been identified as the CEO. Internal reports reviewed regularly by the CEO focus on the operations of the Group as a whole and, whilst turnover is reported by customer and product type, it is not possible to analyse profitability and balance sheets in this way. Products flow through the same distribution channels and there are a large amount of expenses and assets/ (liabilities) that are not specific. None of these possible segments have a unique management structure responsible for getting the product from the supplier to the customer. The Directors therefore present the financial statements as a single reportable segment, being wholesaling and associated activities.

Seasonality

The Group's operations are mainly unaffected by seasonal factors. In 2010/11, the 24 weeks to 10 September 2010 accounted for 47.3% of the annual turnover (2009/10: 47.6%). It should be noted that, in line with internal management reporting, the first half consists of 24 weeks whilst the second half usually consists of 28 weeks. However, this year the second half will consist of 29 weeks.

During the period, £0.5m of the £1.3m bank fees outstanding at 25 March 2011 have been amortised. The remaining £0.8m was written off on the commencement of the new bank facility in July 2011 along with the entire new facility arrangement fees of £1.1m.

3. Tax

Tax on the profit before taxation for the 24 weeks ended 9 September 2011 is based on an effective rate of 19.8%, which has been calculated by reference to the projected charge for the full financial year. The rate for the 24 weeks ended 10 September 2010 and 52 weeks ended 25 March 2011 was 17.9% and 17.2% respectively.

On 23 March 2011 the Chancellor announced the reduction in the main rate of UK corporation tax to 26% with effect from 1 April 2011. This change became substantively enacted on 29 March 2011 and therefore the new rate of UK corporation tax has been taken into account in the assessment of the effective rate of tax described above and the measurement of deferred tax assets and liabilities. In July 2011 the reduction in corporation tax to 25% became substantively enacted. As a result, deferred tax balances at the year end will be recognised at 25%.

The Chancellor also proposed changes to further reduce the main rate of corporation tax by 1% per annum to 23% by 1 April 2014, although these changes had not been substantively enacted by 9 September 2011 and therefore are not taken into account in the period. It has not been possible to quantify the full anticipated effect of the announced further 3% rate reduction, although this is expected to reduce the Group's future current tax charge and reduce the Group's deferred tax assets and liabilities.

5. Dividends

After the balance sheet date the Directors declared an interim dividend of 0.33p per share (£5.1m in total) payable on 25 November 2011 to shareholders on the register at the close of business on 28 October 2011. This dividend has not been provided for and therefore there is no difference between the dividends charged to reserves and dividends paid in the period.

6. Property, plant and equipment

The principal assumptions adopted for the valuation at 9 September 2011 are the same as those adopted at 25 March 2011, other than changes to the discount rate (from 5.5% to 5.2%) and RPI inflation (from 3.4% to 3.1%) which are in line with market indicators.

In July 2011, the Group agreed a new 5 year bank facility, comprising of an unsecured £120m revolving credit facility bearing floating interest rates linked to LIBOR plus a margin of 1.25%.

9. Related party transactions 

The Group has a related party relationship with its subsidiaries and with its directors. Transactions between group companies, which are related parties, have been eliminated on consolidation and are not disclosed in this note. There have been no material related party transactions with directors.

Risks and uncertainties

The Group's business may be affected by a number of risks, trends, factors and uncertainties, not all of which are in our control. The specific principal risks, trends, factors and uncertainties (which could impact the Group's revenues, profits and reputation), and relevant mitigating factors, as currently identified by Booker's risk management process, have not changed since the year end and are expected to remain for the following six months. The list below sets out the most significant risks to the achievement of the Group's business goals. The list does not include all the risks that the Group faces and it does not list the risks in any order of priority.

• Economic environment

The economy is expected to remain difficult in the year ahead with potential tax rises and the public reducing their levels of discretionary spend. Customers will seek to obtain 'best' value from products and the Group aims to provide a wide range of products that meet this requirement.

• Competition

The industry is extremely competitive with the market being served by numerous competitors, ranging from national multiple retailers to regional independent wholesalers. The Group competes by closely monitoring the activities of competitors and ensuring it continues to improve the choice, price and service to its customers.

• Regulation

The Group operates in an environment governed by strict regulations to ensure the safety and protection of customers, shareholders, staff and other stakeholders and the operation of an open and competitive market. These regulations include food hygiene, health and safety, data protection, the rules of the London Stock Exchange and competition law. In all cases, the Board takes its responsibilities very seriously, and recognises that any breach of regulation could cause reputational and financial damage to the Group.

• Product quality and safety

The quality and safety of our products is of critical importance and any failure in this regard would affect the confidence of our customers in us. We work with our suppliers to ensure the integrity of the products supplied. Food hygiene practices are taken very seriously throughout the Group, and are monitored both through internal audit procedures and by external bodies such as environmental health departments. We have well prepared procedures for crisis management in order to act quickly when required. We are aware that if we fail or are perceived to have failed to deliver, to our customers' satisfaction, the expected standards of quality and safety in our products this has the potential to impact on their loyalty to us. This in turn could adversely impact on our market share and our financial results.

• Employee engagement and retention

The continued success of the Group relies heavily on the investment in the training and development of our employees. The Group's employment policies, remuneration and benefits packages are designed to be competitive, as well as providing colleagues with fulfilling career opportunities. The Group continually engages with colleagues across the business to ensure that we keep strengthening our team at every level.

• Supplier credit

Availability of supplier credit is essential for the Group's financial performance. Any reduction in the availability of supplier credit could adversely impact the Group. The Group regularly meet key credit insurers to ensure that they have an up to date view of the Group's financial position.

• Financial and treasury

The Group's financial results may be subject to volatility arising from movements in commodity prices, foreign currencies, interest rates and the availability of sources of funding.

• Pensions

The Group operates a defined benefit scheme, where judgements are required to determine the assumptions for future salary and pension increases, discount rate, inflation, investment returns and member longevity. There is a risk of underestimating this liability. This risk is mitigated by: maintaining a relatively strong funding position over time, taking advice from independent qualified actuaries, agreeing appropriate investment policies with the Trustees and closely monitoring the funding position with the Trustees.

• Information technology (IT)

The Group is exposed to the risk that the IT systems upon which it relies fail. The Group has appropriate controls in place to mitigate the risk of systems failure, including systems back up procedures and disaster recovery plans, and also has appropriate virus protection and network security controls.

Responsibility statement of the directors in respect of the half-yearly financial report

We confirm that to the best of our knowledge:

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

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

a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first 24 weeks of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining 29 weeks of the year; and

b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first 24 weeks of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

By order of the Board

Charles Wilson Jonathan Prentis

Chief Executive Finance Director

12 October 2011

Independent review report to Booker Group plc

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the 24 weeks ended 9 September 2011 which comprises the consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity, the consolidated cash flow statement and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

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

Directors' responsibilities

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

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

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of Review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the 24 weeks ended 9 September 2011 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.

Nicola Quayle

For and on behalf of KPMG Audit Plc

Chartered Accountants

St James Square

Manchester

M2 6DS

12 October 2011