RNS No 3074a
FITNESS FIRST Plc
24 June 1999

Part 1

Interim Results for the Half Year Ended 30 April 1999

Placing  of 7,192,982 Ordinary Shares
incorporating an Open Offer at 570p  per share
to raise approximately #40 million (net of
expenses)

FINANCIAL HIGHLIGHTS

                                         Half Year Ended
                                         30 April 1999:

                                 1998     1999
                               #'000s   #'000s        %
Turnover                      5,364   11,869        +121
Pre-tax Profit                1,025    2,452        +139

Earnings per share             3.13p    6.47p       +107
(EPS)


-  Increase  in  Pre-tax  Profit and EPS reflects  continuing  strong  organic
   growth in the UK and Germany

-  Proceeds  of  Placing and Open Offer of #40.0 million  (net  of  expenses),
   together  with  new  bank facilities of approximately #31.0  million,  will
   provide #71.0  million to fund the acceleration of the roll-out  programme 
   in the UK and further joint ventures in Continental Europe
   
-  51 clubs now open, 40 in the UK and 11 in Germany (October 1998: 27
   in the UK and 6 in Germany)

-  62 new sites in development pipeline (45 in the UK, 17 in Germany)

-  Total membership of approximately 110,000 (90,000 in the UK, 20,000 in
   Germany)

-  10 additional clubs expected to open before 31 October 1999 (7 in the UK,
   3 in Germany)

-  Increase in the UK operating margins from 19.8 per cent. to 22.7 per cent.



PLACING AND OPEN OFFER

-  Fitness First announces today a Placing of
7,192,982 New Shares at 570p per
share and an Open Offer of 3,879,515 of those
New Shares on the basis of

   1 new Share for every 9 Existing Ordinary Shares.

-  The purpose of the Placing and Open Offer is
to allow the Group to fund, in
conjunction  with  a  #30  million  increase  in
borrowing  facilities,   the acceleration  of
its roll-out programme in the UK and to secure
further  joint ventures  or  acquisitions in
Continental Europe, building on  the  successful
investment in The Fitness Company in Germany.

-   Holders  of  256.58 per cent. of the
existing ordinary share capital  have
irrevocably undertaken to allow their allocation
of 1,039,303 New Shares under the Open Offer to
be placed firm.

-   The  Placing  and  Open Offer has been
underwritten by Investec  Henderson
Crosthwaite.  It is expected that dealings in
the New Shares will commence  on
21 July 1999.

An  analysts'  meeting  is to be held at the
office of Gavin  Anderson,  15-17 Eldon Street,
London, EC2M 7LD on Thursday, 24 June at
10.30am.

Michael Balfour, Managing Director of Fitness
First, commented:

"This is an impressive set of results which
reinforces the Company's view that there  is
considerable scope for Fitness First's
'Affordable Fitness'  concept in both the UK and
Europe.  Given the 67% increase in membership
over the past six  months  and our pipeline of
potential club openings in the pipeline,  the
trading outlook remains strong."

"We  believe  that there is a market in the UK
for at least 150 Fitness  First Clubs  and for a
considerable number on the Continent.  The
Placing  and  Open Offer,  together with our
additional bank facilities, will allow the Group
to accelerate its roll-out programme to meet
this demand."


Enquiries:

Fitness First Plc                  Today:  0171 457 2345
Michael Balfour, Managing Director         0973 801 411 
Christopher Pearce, Chairman               01932 865 065

Investec Henderson                         0171 597 5970 
Crosthwaite Corporate Finance
Andrew Edwards

Gavin Anderson and Company                 0171 457 2345 
Richard Barton


Notes to editors:

1.   Fitness First was floated on the
Alternative Investment Market in October 1996 at
a price of 80 pence per share.  The Company
moved to the Official List in  February 1999.
On the basis of the closing share price on 23
June 1999 of 616p the Group has a market
capitalisation of approximately #215.1 million.

2.   Founded  in  1992,  Fitness  First was
created  with  the  objective  of developing  a
chain of health and fitness clubs to focus on
the  concept  of 'Affordable Fitness', providing
health and fitness club facilities  that  tend
to  be  in most demand for a relatively modest
subscription fee of around  #31 per month and a
joining fee of typically between #35 and #60.

3.   A  typical  Fitness  First health club,
with a fit  out  costing  between #600,000 to
#1.0 million for a leasehold site and on average
#2.0 million  for a   freehold  site,  provides
a  large  gymnasium  with  a  wide  variety  of
cardiovascular  and  resistance equipment, a
large  air  conditioned  aerobics studio and
luxury changing facilities leading on to a
health spa consisting of a large sauna, steam
room and whirlpool bath.

Also  provided are extensive free parking,
creche, lounge area,  the  majority offering
complimentary  soft drink, beauty salon and  an
extensive  members' video library consisting of
over 600 titles.

4.  Clubs open by location as at 24 June 1999:

Belfast,   Birmingham,   Bournemouth,  Brixton,
Bromborough,   Bunhill   Row, Camberley,
Camden, Chalk Farm, Chatham, Chelmsford,
Coventry, Derby,  Dundee, Edinburgh,  Fareham,
Glasgow,  Halifax, Hartlepool,  Holloway,
Huddersfield, Ilford,   Ipswich,   Kilburn,
Kingsbury,  Leeds,   Manchester,   Northampton,
Nottingham,  Preston, Rochdale, Rotherham,
Sheffield, Shrewsbury, Southampton,
Southend, Swindon, Telford, Tottenham, Walworth
Road.

An  additional seven clubs, Bristol, Clapham,
Bow Wharf, Berkhamsted,  Kingley Street, Harrow
and Lewisham, are expected to open by October 1999.

5.   In August 1998, Fitness First became the
first UK health and fitness club operator to
take a significant step into Europe with a 50%
acquisition of tThe Fitness Company
Freizeitanalagen GmbH ("The Fitness Company") in
Germany.

6.     The Fitness Company currently operates 11 clubs.

PLACING  OF 7,192,982 NEW SHARES AT 570P PER
SHARE AND OPEN OFFER OF 3,879,515 OF  THOSE NEW
SHARES TO RAISE #40.0 MILLION NET OF EXPENSES.
ANNOUNCEMENT  OF INTERIM RESULTS FOR THE SIX
MONTHS TO 30 APRIL 1999

INTRODUCTION
The  Board announced today a Placing and Open
Offer to Qualifying Shareholders to  raise
approximately  #40  million net of  expenses
(#41  million  before expenses).   The
Prospectus  and  the Application  Form  are
being  sent  to Qualifying Shareholders today.

TERMS OF THE PLACING AND OPEN OFFER

The  Company  proposes to issue 7,192,982 New
Shares by way of  a  Placing  of which
3,879,515 New Shares are the subject of an Open
Offer. The Placing  and Open  Offer has been
underwritten by Investec Henderson Crosthwaite
(save  in respect of 4,204 New Shares which
certain Shareholders have irrevocably agreed to
take up under the terms of the Open Offer). Of
these New Shares, 4,352,770 have  been placed
firm, (including 1,039,303 New Shares which
certain existing Shareholders have irrevocably
undertaken not to take up under the Open  Offer)
and  2,836,008  New Shares has been placed
subject to recall to satisfy  valid applications
by  Qualifying Shareholders under the Open
Offer.  In  order  to provide Qualifying
Shareholders with the opportunity to acquire New
Shares  at the   Issue  Price,  your  Directors
have  arranged  for  Investec  Henderson
Crosthwaite  to invite applications for New
Shares at 570p per  share  on  the basis of:

One New Share for every 9 Existing Ordinary Shares

held at the close of business on the Record Date
and so in proportion for  any greater  number of
Existing Ordinary Shares then held. Fractional
entitlements to  New  Shares will not be
allotted pursuant to the Open Offer (but  will
be aggregated  and allotted as part of the
Placing) and Qualifying  Shareholders'
entitlements will be rounded down accordingly.
Application may be  made  by  a Qualifying
Shareholder for any number of New Shares up to
and  including  his maximum pro rata
entitlement. Qualifying Shareholders should be
aware that any New Shares not applied for under
the Open Offer will not be sold in the market or
placed for the benefit of Qualifying
Shareholders, but will be taken up by placees
pursuant to the Placing Agreement.

The  New  Shares will, when issued, rank pari
passu with the Existing Ordinary Shares.

Application may only be made for New Shares on
the enclosed Application  Form, which  is
personal to the Qualifying Shareholder(s) named
in the  Application Form and may not be
assigned, transferred or split except to satisfy
bona fide market  claims  in  relation to
purchases through  the  market  prior  to  the
Existing Ordinary Shares being marked "ex" the
Open Offer.

The  Placing  and  Open  Offer are conditional
on, inter  alia,  Shareholders' approval at the
EGM and Admission.

Application  has been made for the New Shares to
be admitted to  the  Official List. It is
expected that all the conditions will have been
satisfied and that Admission will take place and
that dealings in the New Shares will commence on
21 July 1999.

The Open Offer will close at 3.00pm on 15 July
1999.

BACKGROUND TO AND REASONS FOR THE PLACING AND
OPEN OFFER

Fitness  First floated on AIM in October 1996
with a total of six  clubs  open and  a
commitment  to open a further six to eight clubs
per  annum  over  the following three years.

This  strategy has been successfully implemented
and our original targets have been  considerably
exceeded. In August 1998 the Company acquired 50
per  cent. of The Fitness Company, one of
Germany's second largest health club operators,
establishing  a foothold in the Continental
European market. By February  1999 the Group had
45 clubs open, of which 36 were in the UK and
nine in Germany.

Since  1996,  pre-tax profits have increased
nearly fourfold from #727,000  to #2,753,000 for
the years ended 31 October 1996 and 1998
respectively and there has  been a corresponding
increase in earnings per share from 2.55p to
8.04p. Membership over the same period grew from
10,000 to 65,000. In February  1999, with
membership standing at 78,000, Fitness First
moved to the Official  List of the London Stock
Exchange.

Fitness  First has pioneered, and is now the
market leader, both by number  of clubs  and
number  of members, in the provision of,
Affordable  Fitness.  The Directors  believe
that  the UK is undergoing a lifestyle  change
with  more people recognising the benefits of
belonging to a health and fitness club from both
a  health  and  social  perspective  and  this
is  highlighted  by  the significant  increase
in  membership numbers.  The  Directors
recognise  the importance  of  quickly  rolling-
out  the  concept  throughout  the  UK  and
Continental  Europe to satisfy the strong
demand. The Group  already  has  the
infrastructure  in place to identify, design and
construct new  clubs  and  to accelerate the
number of new club openings for the foreseeable
future.

To accelerate the expansion of the Group, the
Directors believe that it is now appropriate to
raise further funds. The Placing and Open Offer
will raise  #40 million  (net of expenses), and
additional banking facilities of  #30  million
have  been  secured. The additional bank funding
is conditional,  inter  alia, upon the
completion of the Placing and Open Offer.

This funding will allow the Group to accelerate
the roll-out programme to take advantage  of
current and future demand for Affordable Fitness
in the  UK.  In addition  up  to 20 per cent. of
the aggregate of the proceeds and  additional
bank  funding, may be used to establish further
joint ventures or acquisitions in Continental
Europe along the lines of the successful
investment made in The Fitness Company in
Germany.

In  order to minimise the Company's interest
cost, part of the proceeds of the Placing and
Open Offer will be used to repay the Company's
existing bank loans and overdraft of
approximately #24.0 million currently attracting
interest  at 1 per cent. over base rate.  The
new bank facilities, totallling #55.0 million
will be drawn down as required.  Following the
Placing and Open Offer and  the drawdown of the
new bank facilities the Company will have
approximately  #71.0 million  in  aggregate  to
fund the expansion of the  Group.   The
Directors envisage  that the new funding will be
invested over the next two years. The
Company's  target is a total portfolio of at
least 90 clubs in the UK  by  the end of this
period.

The  Directors  believe that there is a market
in the  UK  for  at  least  150 Fitness  First
clubs  and for a considerable number  in
Continental  Europe. Fitness  First  is  focused
on becoming the leading  operator  of
Affordable Fitness clubs in Europe.

FITNESS FIRST'S EXPANSION PROGRAMME - UK

Fitness  First  floated with six clubs open by
October 1996. A  further  eight
clubs  were added during the 1997 financial
year, 13 in 1998 and 13  to  date, with a
further seven clubs projected to be opened in
the financial year ending 31 October 1999.

In  the  UK,  the Group has 10 clubs currently
under construction at  Bristol, Clapham,
Wednesbury, Bow Wharf, York, Liverpool,
Berkhamsted, Kingley  Street, Harrow  and
Lewisham. Seven of these clubs are expected to
be open before  the end  of this current
financial year. In addition the Group has 20
sites either awaiting  planning permission or
contracts to be finalised and  a  further  15
sites  being  negotiated. Therefore, the Group
currently has 45 sites  in  the pipeline, which
demonstrates the accelerating growth of the
business.

FITNESS FIRST'S EXPANSION PROGRAMME - CONTINENTAL EUROPE
The  Directors  believe  that The Fitness
Company is  a  major  player  in  an immature
German  health club market and has a strong
local  management  team. Like many other
Continental European countries the Directors
believe that this market  has  features similar
to those seen in the UK approximately  three  to
four years ago. Fitness First is discussing
other possible joint ventures with experienced
local European partners.

Initially, growth in Continental Europe will be
focused on The Fitness Company in  Germany.
During the last nine months that company has
grown from  six  to eleven clubs and currently
has a further five clubs under construction  and
a further  eight12  sites  being  negotiated.
The Fitness  Company  already  has resources in
place to finance this expansion plan without
further recourse  to its  shareholders.  These
clubs  will be similar  in  style  and  formula
of operation  to the Group's UK clubs which is
proving to be popular in  Germany. Membership
has already grown from 11,000 to approximately
20,000 in Germany.

The proceeds of the Placing and Open Offer will,
inter alia, allow the Company to accelerate its
development into Europe with similar joint
ventures.

CURRENT TRADING AND FUTURE PROSPECTS

Today  the Company announced its unaudited
interim results for the six  months ended 30
April, 1999 the full text of which is attached.

Turnover in the period increased 121 per cent.
to #11.87 million (1998:  #5.36 million)  with
profit on ordinary activities before interest up
179 per  cent. at #3.00 million (1998: #1.08
million). Pre-tax profits rose 1398 per cent. to
#2.45 million (1998: #1.03 million).

Earnings  per share more than doubled to 6.47p
(1998: 3.13p), an  increase  of 107 per cent..

In  the  Chairman's Statement included in the
1998 Annual Report and Accounts, the  Chairman
stated that the Directors expected that at least
45 clubs  would be  open  in the UK by 31
October 1999. The Directors are confident that
this target  will  be  met. It is also expected
that The Fitness Company  (Germany) will  have
14 clubs open by 31 October 1999, and that the
Group will  continue to expand in Germany at the
rate of six to eight clubs per annum.

There are now 40 clubs in operation in the UK
and 11 clubs in Germany, with  a combined total
membership of 110,000 members. Fitness First is
now one of  the largest health club operators in
Europe.

As  a  result  of the 67 per cent. increase in
membership over  the  past  six months  and  the
pipeline of potential club openings  in  the
pipeline,  the trading and financial prospects
of the Group remain strong for the foreseeable
future.

EXTRAORDINARY GENERAL MEETING

At  the  EGM, to be held at 10.30 am on 19 July
1999 at the offices of Ashurst Morris  Crisp,
Broadwalk House, 5 Appold Street, London EC2A
2HA,  resolutions
will be proposed to:

-  authorise the Directors to allot the New Shares;
-  disapply  Shareholders' statutory pre-
emption rights in  relation  to  the Placing
and  Open  Offer.  The New Shares for which
disapplication  has  been applied represent 20.6
per cent. of the total current issued share
capital  of the Company;
-   subject  to  the Placing and Open Offer
having taken place,  increase  the authorised
share capital of the Company from #11,900,000 to
#15,000,000  (an increase of 26.1 per cent.) by
the creation of 12,400,000 Ordinary Shares  and
grant  the Directors a general authority
pursuant to section 80 of the Act  to allot such
shares; and
-   subject  to  the Placing and Open Offer
having taken place,  disapply  the statutory pre-
emption provisions of section 89 of the Act so
as to empower the Directors  to  issue  Ordinary
Shares for cash  otherwise  than  pro  rata  to
existing Shareholders' entitlements in certain
limited circumstances up  to  a maximum nominal
amount of #526,357.75.

Following  the Placing and Open Offer and
assuming the passing of all  of  the above
resolutions,  16,826,375  Ordinary Shares
(disregarding  those  shares reserved  for
issue on the exercise of options outstanding
under  the  Option Scheme)  will remain
authorised but unissued, representing
approximately  29.8 per cent. of the enlarged
authorised ordinary share capital of the
Company.

IRREVOCABLE UNDERTAKINGS

Irrevocable undertakings have been received from
Shareholders (including Nigel Cartwright,
Walter Goldsmith and Stephen Bamford, who are
Directors)  holding in  aggregate 37,853
Existing Ordinary Shares, representing 0.1 per
cent.  of the  existing  issued ordinary share
capital, to take up their  allocation  of 4,204
New  Shares under the Open Offer.  In addition,
1,112 New  Shares  have been placed firm with
Walter Goldsmith under the Placing.

Irrevocable  undertakings  have  been received
from  Shareholders  (including Christopher
Pearce  and  Michael  Balfour,  who  are
Directors)  holding  in aggregate 9,353,750
Existing Ordinary Shares, representing 26.8 per
cent.  of the  existing  issued  ordinary share
capital, to allow  their  allocation  of
1,039,303 New Shares under the Open Offer to be
placed firm.

YEAR 2000 COMPLIANCE

The Group, like most other companies, is faced
with the Year 2000 issue, which is  the  result
of computer programmes and microchip processors
being designed with  two  digits rather than
four to define the applicable year.  This  could
result  in  miscalculations or a system failure
on 1 January 2000,  which,  in turn, could
disrupt a company's operations or render it
unable to process  its business transactions
(together the "Year 2000 Issue").

The  Directors have recognised the potential
risks arising from the Year  2000 Issue and, in
relation to the Group's operational activities
have assessed the likely impact on its clubs'
systems including air conditioning, water
heating, security  alarm  and  the  functioning
of  gym/cardiovascular  equipment.  The
Directors believe that the temporary failure in
any of these areas should  not threaten  the
continued viability of an individual club or
the  Group  as  a whole.  With  regard  to
financial systems, the Directors  have  assessed
the likely impact on both the Group's systems,
which include membership collection and
trading,  accounting software, hardware
platforms and supplier  payments, and  also
those  of its suppliers. The Directors have
completed  an  internal audit  of all hardware
and software and believe that there will be no
material disruptions  as  a result of the Year
2000 Issue. Furthermore,  the  Directors have
received  written  confirmation from the Group's
hardware  and  software suppliers  that its
systems will not be materially affected by the
Year  2000 Issue,  and  a  successful BACS
transmission test has been carried  out  using
dummy Year 2000 data. Whilest there can be no
absolute guarantee that some  or all  of the
Group's systems will not be impaired or affected
by the Year  2000 Issue, the Directors believe
that the area of greatest risk to the Group
would be  an  external  failure  of one or more
of the UK  clearing  bank's  payment systems,
insofar as membership income from direct debit
arrangements might not be received.

The  Directors are in the process of obtaining
confirmation from  the  Group's suppliers  that
they will remain viable. No specific estimate
of  costs  have been  made,  however, the
Directors do not anticipate any  abnormal  costs
in connection with the Year 2000 issue.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 1999

Record date for the Open Offer       Friday 11 June

Latest time and date for splitting   3.00 pm on Tuesday 13 July
Application Forms (to satisfy bona                    
fide market claims only)

Latest time and date for receipt     3.00 pm on Thursday 15 July 
of completed Application Forms and       
payment in full under the Open Offer

Latest time and date for receipt      10.30 am on Saturday 17 July
of forms of proxy for use at the 
Extraordinary General Meeting

Extraordinary General Meeting        10.30 am on Monday 19 July
                                                      
CREST accounts to be credited by     Wednesday 21 July

Dealings in the New Shares to         8.30 am on Wednesday  21 July
commence

Share certificates for the New       Tuesday 27 July 
Shares to be despatched by

UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 APRIL 1999

CHAIRMAN'S STATEMENT

FINANCIAL RESULTS

I  am  pleased  to  report that the Group has
continued  to  make  substantial progress
during  the six months to 30 April 1999. A
further nine  clubs  were opened  in  the
period  -  Leeds,  Belfast,  Rochdale,
Tottenham,  Holloway, Manchester,  Nottingham,
Preston and Sheffield. All  the  new  clubs  are
now profitable.

Turnover in the period increased 121 per cent.
to #11.87 million (1998:  #5.36 million)  with
operating  profit (after the deduction  of
costs  of  #79,000 relating  to the move to the
Official List) up 179 per cent. at #3.00
million (1998:  #1.08  million). Pre-tax profits
rose 139 per cent. to  #2.45  million 1998:
#1.03 million).

I  am very pleased with the increase in margins,
particularly operating margin which has
increased to 22.7 per cent. (1998: 19.8 per
cent.). This increase is an  indication  that
the opening losses of new clubs are now having
a  lesser effect  on the total business as the
number of established clubs increase.  In
Germany,  the opening losses, that virtually all
clubs incur during the  first few months, will
have a greater effect on this year's
contribution as the rate
of  new openings is more than doubling the size
of The Fitness Company. As the German  chain
grows, and the number of new clubs reduce as  a
percentage  of mature clubs, we expect the
operating margin to improve on a similar basis
to the UK.

Central  costs  are being tightly controlled and
this has also contributed  to the  increased
operating profit percentage. Central costs for
the  past  six months  were 4.3 per cent. of
sales as against 5.7 per cent. for the financial
year ending 31 October 1998.

Another  key  strength of the business is the
amount of income  Fitness  First receives each
month in membership fees by Direct Debit. In May
1999 the amount totalled  #1.65m, 67 per cent.
of total revenue, and represents a very  stable
revenue base.

Earnings  per share more than doubled to 6.47p
(1998: 3.13p), an  increase  of 107 per cent..

OPERATIONS

The  demand  for Fitness First facilities
continues to be very strong  in  the
increasingly  buoyant health and fitness market.
During the six months  to  30 April  1999
membership in the UK rose from approximately
52,000 to 87,000,  an increase of 67 per cent..

DEVELOPMENTS

Fitness  First's concept of Affordable Fitness,
providing quality  health  and fitness  clubs at
a relatively modest level of membership charge,
has  proved increasingly  popular. The Group is
now the market leader in the provision  of
Affordable  Fitness in the UK. The Directors
believe that the UK is undergoing a lifestyle
change with more people recognising the benefits
of belonging to a health and fitness club from
both a health and social perspective and this
has been  highlighted  by  the  significant
increase in  membership  numbers.  The Directors
recognise  the  importance  of  quickly  rolling
out  the  concept throughout  the  UK and
Continental Europe to satisfy the strong
demand.  The Group  already  has  the
infrastructure in  place  to  identify,  design
and construct new clubs and to accelerate the
number of new club openings for  the foreseeable
future.

Our  investment  in  The  Fitness Company in
Germany continues  to  grow  from strength to
strength. At the time of our investment in
August 1998 the Company had six clubs, today it
has 11 clubs operating with a membership in
excess  of 20,000.

DIVIDEND POLICY
Whilst  the  Group  continues  its  rapid
expansion  programme  the  Directors consider
that it would be inappropriate to pay a
dividend.

YEAR 2000
A  Year  2000 working group has been established
to review the impact  of  the millennium bug on
the Group's business and operations. Appropriate
steps  have been  taken  to  upgrade  internal
systems and  business  partners  have  been
contracted to address future continuity of
supply.

Current assessments of the costs associated with
Year 2000 problem indicate an immaterial
financial impact on the Group's business
resources.

FUTURE PROSPECTS
In  my  Chairman's Statement in the 1998 Annual
Report and Accounts, I  stated that  the
Directors expected that 45 clubs would be open
in  the  UK  by  31 October 1999. The Directors
are confident that this target will be met. It
is also  expected that The Fitness Company
(Germany) will have 14 clubs  open  by
the  end of 1999 and that the Group will
continue to expand in Germany at  the
rate  of six to eight clubs per annum. Following
the success of the investment
in The Fitness Company the Directors will
consider further similar ventures in Continental
Europe as and when they become available. We
currently  have  40 clubs                  in
operation in the UK and 11 clubs in Germany with
a  combined  total
membership of 110,000 members.

As  a  result  of the 67 per cent. increase in
membership over  the  past  six
months  and  the potential club openings in the
pipeline, the trading  outlook
for the foreseeable future remains strong.

Fitness  First  is focused on consolidating its
position as  one  of  Europe's leading operators
of Affordable Fitness.

Christopher Pearce, Chairman

24 June 1999

UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT

For the 6 months to 30 April 1999

  Audited                              Unaudited    Unaudited
  Year to                               6 months           
       31                                     to          6
  October                               30 April     months
     1998                                   1999         to
    #'000                                  #'000     30 April
                                                     1998   
                                                     #'000 
   14,098
   Turnover: Group and share              13,825      5,364
           of joint ventures
    (692)  Less: share of joint          (1,956)          -
---------  ventures' turnover          ---------    -------
   
  13,406  GROUP TURNOVER -                11,869      5,364
           continuing operations
 (10,629)  Operating charges             (9,175)    (4,300)
---------                              ---------    -------
    
   2,777  OPERATING PROFIT -               2,694      1,064
           continuing operations
      171  Share of profit of joint          304         12
           ventures
        7  Share of profit of                  6          1
---------  associated undertaking      ---------    -------
    
   2,955  PROFIT ON ORDINARY               3,004      1,077
           ACTIVITIES BEFORE
           INTEREST
      155  Interest receivable and            30         73
           similar income
    (357)  Interest payable and            (582)      (125)
---------  similar charges             ---------    -------
    
   2,753  PROFIT ON ORDINARY               2,452      1,025
           ACTIVITIES BEFORE
           TAXATION
           Taxation                        (192)      (103)
    (205)                              ---------    -------
---------                                                 -
    2,548  PROFIT FOR THE PERIOD           2,260        922
=========                              =========    =======
                                                          
   8.04p   Earnings per ordinary          6.47p      3.13p
=========  share*                      =========    =======
                                                           
   7.94p   Diluted earnings per           6.36p      3.09p
=========  ordinary share*             =========    =======
                                       
*See Notes to the unaudited Interim Results, Note 3.

STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
For the 6 months to 30 April 1999

 Audited                                Unaudited   Unaudited
 Year to                              6 months to   6 months to
31 October                            30 April 1999 30 April 1998
1998                                  #'000         #'000   
#'000 
2,548 Profit for the period              2,260      922
  146 Currency translation                (260)      -
      differences on foreign
      currency net investments
----- Total recognised gains and       ------      ------
2,694 losses relating to the period      2,000      922
=======                               ========    ========

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