RNS Number:4814I
Spirax-Sarco Engineering PLC
10 March 2003


                          SPIRAX-SARCO ENGINEERING PLC

                             Monday 10th March 2003

                         2002 PRELIMINARY ANNOUNCEMENT

                                   HIGHLIGHTS


                                                                        Year to 31st December
                                                                       2002             *2001            Change

Turnover                                                            #296.4m           #291.9m               +2%
Operating profit                                                     #42.7m            #40.8m               +5%
Operating profit margin                                               14.4%             14.0%
Profit before taxation                                               #40.7m            #38.0m               +7%
Operating cash inflow                                                #58.6m            #50.0m
Earnings per share                                                    35.3p             34.4p               +3%
Dividends per share                                                   19.3p             18.6p               +4%
Net gearing                                                             15%               29%


*  2001 figures exclude profit on disposal of fixed assets and have been
restated for FRS - 19 Deferred Tax


* Organic sales growth 4% - broadly spread

* Good progress with sales developments

* Improved profit margin

* Strong cash flow - #18m reduction in net debt

* Dividend up 4%


Tim Fortune, Chairman, commenting on prospects said:-

"Provided that there is no major disruption to the trading environment, we look
forward to another year of progress for the Group."



Enquiries:

Tim Fortune                  -        Chairman
Marcus Steel                 -        Chief Executive
David Meredith               -        Director Finance
Tel:  020 7638 9571 at Citigate Dewe Rogerson until 6.00 p.m.







                          SPIRAX-SARCO ENGINEERING plc
                              PRELIMINARY RESULTS

SUMMARY

The Chairman, Tim Fortune, says:

"I am pleased to report a good set of results for 2002.  Profit before tax
increased by 7% (before the profit on disposal of fixed assets in 2001), a
robust performance given the continuing difficult global trading environment.
Following the solid sales performance in the first half, sales progressed in the
second half which, together with efficiency improvements and cost controls,
underpinned the profit margin increase and the strong cash flow."


The Chief Executive, Marcus Steel, reports:

TRADING

"As anticipated, trading levels and profits in the second half of 2002 were
ahead of the second half of 2001, which had been depressed particularly by
reduced demand on our factories.  The result is that the 2002 full year produced
higher sales and profits, which is good given the trading conditions.  The
economies of the Americas and Europe, including the UK, were generally weak and
there was low industrial investment arising from a lack of business confidence,
which still persists.  In Asia, Australasia and Africa, the position was more
encouraging although could not be described as strong;  in particular Japan
remained very depressed, but, against that, the Chinese economy continued to
grow well.  The Argentinian economy collapsed at the end of 2001 and remained in
a fragile state throughout 2002, but, by concentrating on particular market
areas and seizing our opportunities, we protected our position well.

Turnover grew by 2% in the year which included organic growth of 4% but with an
adverse exchange effect of 2%.  The exchange effect arose from weakness of the
US dollar, South American currencies and most Asian currencies, partially offset
by a stronger euro.  The underlying sales growth of 4% was achieved against the
tough trading environment mentioned above, and arose from the implementation of
a number of sales development plans and continuing development of the product
range, including the progressive release of a new generation of the core range
of Watson-Marlow Bredel pumps that started in 2001.

Operating profit grew by 5% from #40.8 million to #42.7 million and this
includes a small negative exchange effect of about #1/2 million.  The increase
in profit arose chiefly from the organic growth in sales, efficiency
improvements, resourcing of raw materials in Asia and cost controls, including
reduced numbers employed as was outlined in the 2001 Annual Report.  In
Continental Europe, profits were marginally up, although the results were rather
mixed.  The UK profits were down because of some cost increases - notably
pensions and insurances.  In the Americas and in Asia, Australasia and Africa,
profits increased as a result of a mixture of the sales growth and cost and
efficiency improvements.

The factors above enabled the operating profit margin to increase from 14.0% in
2001 to 14.4% in 2002 in spite of the difficult trading environment and the
adverse exchange rate movements.  The improvement of the margin in future years
will also be based on both sales growth and control of costs;  the fundamental
benefits of offering technical support for, and selling direct to, end user
customers remain and will continue to underwrite the profitability of the Group.

Following the previously reported acquisition in January 2002 of Marford
Engineering in Australia for #1 million, in December 2002 we completed the
acquisition of Ampe, in Italy, for #1 million including assumed liabilities;
this brings into the Group our supplier of pneumatic and electronic
instrumentation and actuators.  In February 2003 we announced our intention to
close our small factory in Spain as part of our cost controls and efficiency
improvements.  The closure costs of about #11/2 million will be included within
operating profits for the first half of 2003 but will be mitigated by cost
savings in the second half.

United Kingdom

Sales in the UK domestic market were flat.  The economy was anaemic,
particularly the industrial sector which makes up a significant part of the
customer base for the steam and peristaltic pumping businesses.  Industrial
production was down and investment was weak, but we protected our sales through
taking the opportunities provided by new products and winning a number of the
few projects being undertaken.  Demand on the UK factories, which supply our
worldwide markets, was firm and stock reductions were achieved.  Total UK
operating profits fell from #8.6 million to #8.0 million due to substantially
higher pension (an extra #1.7 million per annum), insurance and some central
costs, the effects of which were mitigated by the cost saving programmes and raw
material resourcing.

Continental Europe

There was a mixture of performances in Continental Europe;  third party sales
increased by 5% to #106.5 million, of which 2% results from favourable exchange
movements.  The performance of our French sales company was again poor, sales
were lower and profits were well down;  remedial actions have been taken and
some reorganisation costs were incurred.  In Poland and Switzerland conditions
were difficult and sales and profits were down.  However good sales increases
were achieved in Czech, Denmark, Italy, Norway, Portugal, Spain and Sweden and
profits were up.  In Germany, sales were flat and profits were marginally ahead
in spite of tough market conditions and Hygromatik did well.  The factories in
France and Holland experienced steady demand in 2002 and stocks were reduced as
part of the working capital control programme.

The operating profit in Continental Europe was #13.6 million and was adversely
affected by the results in France but benefited by about #1/2 million from the
stronger euro.  This compares with an operating profit of #13.4 million in 2001.

International
(markets outside Americas and Europe)

Third party sales grew during 2002 by 6% at constant exchange rates but suffered
an adverse exchange translation effect of 3%, resulting in an increase in
sterling of 3% to #65.6 million.  Trading conditions in Japan were very
depressed and sales were down, with the resultant effect on profitability.  By
contrast, our business in China produced a good result and again grew sales and
profits;  we have a relatively small share of this market, offering good
opportunities for the future.  There was a reduction in project work in Korea
which held back business at below 2001 levels but active cost controls allowed
us to increase our margin so profits were only marginally down.  In Malaysia and
Singapore, the industrial sector was weak with inward investment being diverted
to China and sales and profits were down.  Australia, India, New Zealand, South
Africa, Taiwan and Thailand all grew sales and profits.  The overall result was
an operating profit increase of 5% to #9.8 million despite an adverse exchange
movement of #1/2 million and the operating profit margin increased.  In January
2002, we announced the acquisition of Marford Engineering in Australia for #1
million.  Marford is a water treatment chemicals specialist and has already
contributed to the development of our boiler water treatment business in
Australia.

Americas

Our Americas operations produced good results in 2002 despite significant
adverse exchange rate movements.  Sales were down 3% but, excluding the adverse
effect of exchange, organic sales were up 5%.  Operating profits increased 23%
at constant exchange rates;  the profit growth was spread broadly across the
region.  In the USA, the Watson-Marlow Bredel business produced an excellent
year for sales and profits, winning some good projects.  The Spirax Sarco
company in the USA saw sales fall as the industrial sector of the economy cut
back;  we implemented sales initiatives to mitigate the effects of the depressed
market.  Despite the lower sales, the operating profit grew in 2002 through
improved efficiency and reduced costs;  here too stocks were reduced through
improved controls.  Our Canadian company produced another good performance.  In
Argentina, the collapse of the currency and economy was counteracted by our
careful sales and cash conservation strategy, which, with our exports in US
dollars, meant that profits increased in 2002 - a good achievement under the
prevailing conditions.  In Brazil, the company increased local currency sales
and profit, but devaluation of the Real reduced the sterling result.  The
Mexican market is still in recession;  we increased sales and profits in local
currency but not in sterling.  The overall result for the region was a 19%
increase in operating profit to #11.3 million and a profit margin increase to
12.6% from 10.3% in 2001.

Interest, tax and dividends

The net interest charge of #2.0 million decreased from #2.8 million in 2001
mainly due to the good cash generation during the year.  The net interest
expense was covered twenty-one times by operating profit.  Profit before tax for
the year was #40.7 million compared with #38.0 million last year before the
non-operating item, an increase of 7%.  The non-operating item in 2001 was a
profit of #0.6 million on the disposal of fixed assets.  Amortisation of
goodwill was #0.6 million (2001:  #0.5 million).

The tax charge increased to 34.1%, closer to the underlying rate, compared with
31.6% in 2001 before the non-operating item.  We have adopted FRS19 - Deferred
Tax and the comparative tax charge and earnings per share figures have been
restated accordingly;  the effect of this change is minimal.  Minority interests
were higher at #0.7 million due to increased profits in India.  Earnings per
share rose by 3% to 35.3p from 34.4p before the non-operating item (2001:  35.3p
including the non-operating item).  The Board is recommending a final dividend
of 13.5p per share which, with the interim dividend of 5.8p per share, gives a
total for the year of 19.3p, an increase of 4%.  The cost of the interim and
final dividends is #14.4 million, which is covered 1.8 times by earnings.  No
scrip alternative to the cash dividend is being offered.

BALANCE SHEET AND CASH FLOW

Capital employed (net assets excluding goodwill and net debt) decreased to
#161.6 million at 31st December 2002 from #176.6 million at the start of the
year, in spite of the increase in business during the year.  There was a
reduction in working capital;  in particular stock reductions were achieved,
most notably in our manufacturing units.  Exchange rate movements reduced
capital employed by #7.4 million versus 2001.  Additions to fixed assets were
#11.5 million and were marginally below the depreciation charge for the year.
The return on capital employed improved from 24% to 26%.

Cash flow for the year was unusually strong with an inflow from operating
activities of #58.6 million (2001:  #50.0 million), benefiting from the improved
profit and success in reducing working capital.  Acquisitions absorbed #1.4
million.  For the year, there was a #17.8 million reduction in net debt
resulting from cash flows, including an adverse exchange impact of #1.2 million.
At 31st December 2002, net debt was therefore #22.7 million compared with
#40.5 million a year earlier.  Net gearing reduced to 15% (2001:  29%).

On an actuarial basis, the main UK pension funds were broadly in balance at the
last triennial valuation at 31st December 2001, resulting in the annualised rate
of cash contribution increasing by approximately #1.0 million, as recommended by
the actuary.  The FRS17 disclosures (see notes to the accounts) in respect of
all the Group's defined benefit pension schemes show that, on this basis, there
is a net deficit of #35 million at the balance sheet date.

LOOKING FORWARD

As already discussed, the Spirax-Sarco Engineering Group is focused on its
markets where it has a world leading position - specifically in the industrial
steam using market and the peristaltic pumping market.  These are niche markets
where we offer specialist knowledge, service and products to the end-user, OEMs,
contractors and through distributors.  Even as market leader, we have a small
share of the steam market, which is fragmented, and the peristaltic pumping
market is growing steadily.  So, we have the opportunity to continue to grow the
business in the future.

This will be done by developing and improving the products that we offer, for
instance through the new initiatives in steam system management and
prefabricated engineered systems which are based on our technical strengths and
development of our own in-house tubing in Watson-Marlow Bredel.  We will
increase our sales coverage in order to push up our market share.  There are
opportunities for geographical growth, with the world's biggest economies
offering good potential as well as the less developed countries.

We will also continue to improve our efficiency through systems improvements and
capital investments to improve our competitiveness.

Our growth plans continue to include a proactive acquisitions policy.  However,
our insistence on remaining focused on our area of expertise means that we are
only prepared to consider specific companies which are in the markets that
interest us. This limits the opportunities but helps to ensure that those which
are considered are more likely to be integrated successfully.

It is clear, therefore, that there is ample scope for us to continue to grow in
the long term."

The Chairman comments as follows:

"The good result for 2002 springs from the resilience of the Group, the
determination of our employees and our continuing focus on our niche Spirax
Sarco and Watson-Marlow Bredel businesses.  Both businesses provide high quality
products and significant benefits to customers, which are delivered by our
dedicated workforce who make, sell and deliver the products and services to the
customer, and, on behalf of the Board, I thank all of them for their
contribution to the 2002 performance.

PROSPECTS

We have made a firm start to 2003 although currency movements continue to affect
Group profits over three-quarters of which are earned outside the UK.  We are
investing to grow our market leading positions and expect that we will see the
benefits continue to come through in the future.  It seems likely that 2003 will
be another difficult year for large parts of the world economy;  however,
provided that there is no major disruption to the trading environment, we look
forward to another year of progress for the Group."




The audited trading results for the Group for the year ended 31st December 2002
(together with the comparative figures for 2001 as restated for FRS19 - Deferred
Tax) are set out below:-


                         SPIRAX-SARCO ENGINEERING PLC
     Group Profit and Loss Account for the year ended 31st December 2002


                                                                                        2002            2001
                                                                                                  (Restated)
                                                                                       #'000           #'000

Turnover                                                                             296,363         291,942
Operating costs                                                                    (253,689)       (251,139)

Operating profit                                                                      42,674          40,803
Profit on disposal of fixed assets                                                         -             616

Profit before interest                                                                42,674          41,419
Net interest payable                                                                 (1,981)         (2,778)

Profit on ordinary activities before taxation                                         40,693          38,641
Taxation on profit on ordinary activities                                           (13,887)        (12,016)

Profit on ordinary activities after taxation                                          26,806          26,625
Minority interests - equity                                                            (681)           (585)

Profit for the financial year                                                         26,125          26,040
Dividends                                                                           (14,350)        (13,752)

Retained profit for the financial year                                                11,775          12,288

Earnings per share (basic)
-  before the disposal of fixed assets                                                 35.3p           34.4p
-  after the disposal of fixed assets                                                  35.3p           35.3p
Dividends per share
-  Interim                                                                              5.8p            5.6p
-  Final                                                                               13.5p           13.0p
-  Total                                                                               19.3p           18.6p





SPIRAX-SARCO ENGINEERING plc
Group Balance Sheet at 31st December 2002

                                                                                        2002            2001
                                                                                                  (Restated)
                                                                                       #'000           #'000
Fixed assets
Intangible assets                                                                     10,384           8,958
Tangible assets                                                                       88,593          91,906
                                                                                      98,977         100,864

Current assets
Stocks                                                                                57,588          62,840
Debtors                                                                               87,130          88,385
Cash deposits and short term investments                                              31,796          16,147
Cash at bank and in hand                                                               4,882           4,312
                                                                                     181,396         171,684

Creditors
Amounts falling due within one year                                                 (73,859)        (72,013)

Net current assets                                                                   107,537          99,671

Total assets less current liabilities                                                206,514         200,535

Creditors
Amounts falling due after more than one year                                        (41,035)        (40,084)

Provisions for liabilities and charges                                              (16,186)        (15,336)

Net assets                                                                           149,293         145,115

Capital and reserves
Called up share capital                                                               18,575          18,484
Share premium account                                                                 34,380          33,327
Revaluation reserve                                                                    4,216           4,618
Capital redemption reserve                                                             1,832           1,832
Profit and loss account                                                               87,328          83,626

Shareholders' funds - equity                                                         146,331         141,887
Minority interests - equity                                                            2,962           3,228
                                                                                     149,293         145,115




SPIRAX-SARCO ENGINEERING plc
Group Cash Flow Statement for the year ended 31st December 2002

                                                                                           2002         2001
                                                                                          #'000        #'000
RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOW
Operating profit                                                                         42,674       40,803
Depreciation and amortisation charges                                                    12,492       12,303
Decrease in stocks                                                                        3,858        (435)
Increase in debtors                                                                     (2,241)          873
Increase in creditors and provisions                                                      1,779      (3,573)
Cash inflow from operating activities                                                    58,562       49,971

GROUP CASH FLOW STATEMENT
Cash inflow from operating activities                                                    58,562       49,971
Returns on investments and servicing of finance                                         (2,441)      (3,254)
Taxation                                                                               (11,605)     (12,429)
Capital expenditure                                                                    (11,339)     (16,834)
Acquisitions and disposals                                                              (1,386)        (404)
Equity dividends paid                                                                  (13,930)     (13,412)

Cash inflow before use of liquid resources & financing                                   17,861        3,638
Management of liquid resources                                                         (15,918)        1,735
                                                                                          1,943        5,373

Financing        -  Issue of ordinary share capital                                       1,144        1,316
                 -  Decrease in debt                                                    (4,492)      (5,477)
                                                                                        (3,348)      (4,161)
Decrease in cash in the period                                                          (1,405)        1,212

RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
Decrease in cash in the period                                                          (1,405)        1,212
Cash outflow from decrease in debt                                                        4,492        5,477
Cash outflow from increase in liquid resources                                           15,918      (1,735)

Change in net debt resulting from cash flows                                             19,005        4,954
Amortisation of loan expenses                                                              (21)         (25)
Translation difference                                                                  (1,177)          206

Movement in net debt in the period                                                       17,807        5,135
Net debt at 1st January                                                                (40,473)     (45,608)

Net debt at 31st December                                                              (22,666)     (40,473)







SPIRAX-SARCO ENGINEERING plc
Group Statement of Total Recognised Gains and Losses
for the year ended 31st December 2002
                                                                                        2002            2001
                                                                                                  (Restated)
                                                                                       #'000           #'000

Profit for the financial year                                                         26,125          26,040

Currency translation differences on foreign
currency net investments                                                             (8,475)         (5,772)

Total recognised gains and losses relating
to the year                                                                           17,650          20,268
Prior year adjustment in respect of the adoption of FRS19 - Deferred Tax               (959)
                                                                                      16,691




SPIRAX-SARCO ENGINEERING plc
Group Reconciliation of Movement in Shareholders' Funds for the year
ended 31st December 2002


                                                                                        2002            2001
                                                                                                  (Restated)
                                                                                       #'000           #'000
Shareholders' funds at 1st January
(as previously reported)                                                             142,846         134,924
Adjustment in respect of FRS 19 - Deferred Tax                                         (959)           (869)
Shareholders' funds at 1st January - restated                                        141,887         134,055
Profit for the financial year                                                         26,125          26,040
Dividends                                                                           (14,350)        (13,752)
Net proceeds of issue of shares                                                        1,144           1,316
Currency translation differences                                                     (8,475)         (5,772)

Shareholders' funds at 31st December                                                 146,331         141,887




Notes:

1.  Foreign currency assets and liabilities are translated into sterling
    at rates of exchange ruling at 31st December.  Trading results of overseas
    subsidiary undertakings have been translated into sterling at average rates 
    of exchange ruling during the year.

2.  The analysis of turnover by reference to the geographical location of
    customers is as follows:-

                                                                                 2002              2001
                                                                                #'000             #'000

United Kingdom                                                                 38,928            38,869
Continental Europe                                                            106,490           101,406
The Americas                                                                   85,385            87,770
Asia, Australasia and Africa                                                   65,560            63,897
                                                                              296,363           291,942


and by reference to the geographical location of the Group's operations is as 
follows:-
                                                                                 2002              2001
                                                                                #'000             #'000

United Kingdom                                                                 89,435            85,733
Continental Europe                                                            127,403           125,589
The Americas                                                                   89,768            92,267
Asia, Australasia and Africa                                                   58,843            57,137
                                                                              365,449           360,726

Intra-group sales                                                            (69,086)          (68,784)

Sales to third parties                                                        296,363           291,942




3.  Operating profit, analysed by reference to the geographical location
    of the Group's operations, is as follows:-
   
                                                                                 2002              2001
                                                                                #'000             #'000

United Kingdom                                                                  8,014             8,603
Continental Europe                                                             13,561            13,414
The Americas                                                                   11,336             9,498
Asia, Australasia and Africa                                                    9,763             9,288
                                                                               42,674            40,803


4.  Net interest payable:-

                                                                                 2002              2001
                                                                                #'000             #'000

Interest payable:
            Bank loans and overdrafts                                           1,823             2,478
            Other loans                                                           906             1,310
                                                                                2,729             3,788
Interest receivable                                                             (748)           (1,010)
                                                                                1,981             2,778



5.  Taxation:-

                                                                                 2002              2001
                                                                                             (Restated)
                                                                                #'000             #'000
Analysis of charge in period
UK corporation tax
Current tax on income for the period                                            8,059             6,069
Adjustments in respect of prior periods                                            60               122
                                                                                8,119             6,191
Double taxation relief                                                        (5,244)           (4,174)
                                                                                2,875             2,017
Foreign tax
Current tax on income for the period                                           11,357             9,639
Adjustments in respect of prior periods                                         (243)             (227)
                                                                               11,114             9,412
Total current tax charge                                                       13,989            11,429
Deferred tax                                                                    (102)               587
Tax on profit on ordinary activities                                           13,887            12,016



No tax was payable on the non-operating item in 2001.

For 2002 the Group adopted FRS19 - Deferred Tax and 2001
comparatives have been restated accordingly.  The 2001 taxation charge increased
by #90,000 and 2001 net assets were reduced by #959,000.


6.  The calculation of basic earnings per share before the disposal of fixed 
    assets is based on earnings of #26,125,000 (2001:  #25,424,000) and  the
    calculation of basic earnings per share after the disposal of fixed assets 
    is based on earnings of #26,125,000 (2001:  #26,040,000), as shown in the 
    Group profit and loss account, divided by the weighted average number of 
    shares in issue during the year of 74,072,923 (2001:  73,808,317).

7.  If approved at the annual general meeting on 8th May 2003, the final 
    dividend will be paid on 20th May 2003 to shareholders on the register at 
    22nd April 2003.

8.  The analysis of net assets by reference to the geographical location 
    of the Group's operations is as follows:-
   
                                                                                 2002              2001
                                                                                             (Restated)
                                                                                #'000             #'000

United Kingdom                                                                 47,178            46,937
Continental Europe                                                             61,271            59,660
The Americas                                                                   33,909            47,162
Asia, Australasia and Africa                                                   34,483            35,141
                                                                              176,841           189,900
Cash at bank and in hand                                                      (4,882)           (4,312)
Capital employed                                                              171,959           185,588
Net debt                                                                     (22,666)          (40,473)
Net assets                                                                    149,293           145,115



Return on capital employed is based on operating profit of
#42,674,000 (2001:  #40,803,000) before deducting goodwill amortisation of
#557,000 (2001:   #507,000), and average net assets as shown above excluding net
goodwill of #10,384,000 (2001:   #8,958,000) and net debt as shown above.



9.  Analysis of changes in net debt.

                                         1st Jan         Cash         Other         Exchange      31st Dec
                                            2002         Flow      Non-cash         movement          2002
                                                                    changes
                                           #'000        #'000         #'000            #'000         #'000

Cash in hand and at bank                   4,312        1,009             -            (439)         4,882
Overdrafts                               (4,099)      (2,414)             -            (281)       (6,794)
                                                      (1,405)

Debt due within a year                  (17,823)        5,581             -            (300)      (12,542)
Debt due beyond a year                  (37,275)      (1,342)          (21)              147      (38,491)
Finance leases                           (1,735)          253             -             (35)       (1,517)
                                                        4,492

Current asset investments                 16,147       15,918             -            (269)        31,796
Total                                   (40,473)       19,005          (21)          (1,177)      (22,666)



10. Pensions

    The total pension charge for the Group this year was #6,838,000 (2001:
    #5,046,000) of which #2,782,000 (2001:  #2,651,000) relates to the overseas
    schemes.

    The Group operates three defined benefit schemes in the UK and one defined
    contribution scheme.  Two of the defined benefit schemes were closed to new
    entrants during 2001.  The defined contribution scheme was established in 
    2001 to provide pension benefits to new employees.  The cost of the UK 
    defined benefit pension schemes was determined using the projected unit and 
    attained age methods following the advice of a qualified actuary.  The cost 
    of the defined contribution scheme is equal to the contributions paid.

    The most recent actuarial valuations in the UK schemes were carried out at
    either 31st December 2001 or 5th April 2002.  The valuations show that the
    market value of the assets was #109,700,000 and was sufficient to cover 98 
    per cent of the benefits that had accrued to members, after allowing for 
    expected future increases in earnings.  This shortfall should be eliminated 
    within the average working lifetime of the employees in the UK.

    The most important assumption used in the valuations for accounting purposes
    concern the rate of return on investments and the rates of increases in 
    salary and pensions.  It was assumed that investment returns would exceed 
    salary increases by an average of 2.9 per cent per annum and pension 
    increases by an average of 3.9 per cent per annum.

    Included in other debtors in the Group balance sheet are prepaid pension 
    costs of #5,942,000 (2001:  #5,481,000).

    In respect of certain overseas schemes the excess of #9,323,000 (2001:     
    #8,474,000) of the accumulated pension cost over the amount funded is 
    provided in the accounts.  Part of this provision relates to the unfunded 
    German defined benefit scheme.

    The charge for post-retirement benefits other than pensions for the Group in
    2002 was #107,000 (2001:  #51,000) and related to health care.  Provisions 
    for the benefit obligations at 31st December 2002 amounted to #602,000 
    (2001:#610,000) and are included in provisions for post retirement benefits.  
    The future costs of benefits are assessed in accordance with the advice of
    independent qualified actuaries and are based on assumed discount rates of
    6.75%.

    FRS17 disclosures

    Whilst the Group continues to account for pension costs in accordance with 
    Statement of Standard Accounting Practice 24 'Accounting for Pension costs', 
    under FRS17 'Retirement benefits' the following transitional disclosures are 
    required:

    The actuarial valuations of the Group's defined benefit schemes were
    carried out at various dates between 1st January 2000 and 31st December 
    2002. The results produced at earlier valuation dates were updated to the 
    31st December 2002 by independent qualified actuaries.

    The financial assumptions used at 31st December were:


                                              Assumptions weighted by value of liabilities % per annum
                                                     UK pensions             Overseas pensions and medical
                                                2002            2001              2002            2001
Rate of increase
 in salaries                                     3.3             3.5               3.4             4.2
Rate of increase
 in pensions                                     2.3             2.5               1.8             2.0
Discount rate                                    5.6             5.8               6.2             6.5
Rate of price inflation                          2.3             2.5               N/A             N/A
Medical trend rate                                                                 5.0             6.0



The assumptions used by the actuary are the best estimates chosen
from a range of possible actuarial assumptions which, due to the timescale
covered, may not necessarily be borne out in practice.


                                               Assumptions weighted by market value of assets % per annum
                                                     UK pensions                Overseas pensions and medical
                                                2002             2001              2002               2001
Expected rate of return
 on assets (aggregate)                           7.5              7.0               7.6                8.2
            Bonds                                5.0              5.1               6.0                6.8
            Equities                             8.2              7.8               9.0                8.5
            Other                                5.9              5.3               2.7                3.8



The market value of the schemes' assets, which are not intended to
be realised in the short term and may be subject to significant change before
they are realised, and the present value of the schemes' liabilities, which are
derived from cash flow projections over long periods and thus inherently
uncertain, at 31st December 2002 were:

                                UK pensions             Overseas pensions &            Total
                                                              medical
                              2002         2001         2002         2001         2002         2001
                             #'000        #'000        #'000        #'000        #'000        #'000
Total market
value in
aggregate                   91,100      109,600       11,900       16,700      103,000      126,300
            Bonds           15,900       22,900        3,800          500       19,700       23,400
            Equities        70,100       77,800        7,300       14,400       77,400       92,200
            Other            5,100        8,900          800        1,800        5,900       10,700



                                                                        Overseas
                                                            UK          pensions                Total
                                                      Pensions         & medical
                                                         #'000             #'000                #'000
Total market value of
schemes' assets                                         91,100            11,900              103,000
Present value of the
 schemes' liabilities                                (124,400)            27,300            (151,700)
Deficit in the schemes                                (33,300)          (15,400)             (48,700)
Related deferred tax asset                              10,000             3,300               13,300
Net pension liability                                 (23,300)          (12,100)             (35,400)



If the above amounts had been recognised in the accounts, the
Group's net assets and profit and loss account reserve at 31st December 2002
would be as follows:-

                                                                                                Total
                                                                                                #'000

Net assets                                                                                    149,293
Unprovided pension liability                                                                 (33,700)
Adjusted net assets                                                                           115,593
Profit and loss account reserve                                                                87,328
Unprovided pension liability                                                                 (33,700)
Adjusted profit and loss account reserve                                                       53,628



The net pension liability of #35,400,000 calculated in accordance with FRS17
compares with the pension provision currently recorded of #1,700,000.



11. The financial information set out above does not constitute the company's 
    statutory accounts for the years ended 31st December 2002 or 2001 but
    is derived from those accounts.  Statutory accounts for 2001 have been 
    delivered to the registrar of companies, and those for 2002 will be 
    delivered following the company's annual general meeting.  The auditors have 
    reported on those accounts, their reports were unqualified and did not 
    contain statements under section 237 (2) or (3) of the Companies Act 1985.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

FR UBRBROARORAR