(SWP.L) SWP Group PLC Buy/Sell

RNS Number : 6692I SWP Group PLC 17 March 2010

SWP Group plc (the "Group")

Half Year Report

for the six months ended 31 December 2009

Chairman's Statement

Corporate Review

When I last wrote to shareholders in November 2009 in respect of the year's trading to 30th June 2009 I described the difficult market conditions in which we were operating as "a year of containment". The subsequent six month period to 31st December 2009 has not witnessed any material improvement in the economic climate whereas your Group has made significant progress within its two main operating businesses, namely, at Fullflow a leader in rainwater management as well as at Ulva which has recorded further growth in the supply of materials for the management of corrosion under insulation ("CUI") to an increasing number of oil and gas majors operating in a wide range of international territories.

Our other operating subsidiaries at Crescent of Cambridge (metal staircases) and DRC Polymer Products (membranes) which continue to serve primarily the construction sector have continued to mark time in depressed market conditions through rigorous cost containment against a background of reduced levels of activity and demand.

Financial Highlights

Under the above circumstances we are entitled to be very pleased with the results achieved for the six month period to 31st December 2009. With overall sales largely flat at £12,349,000 (2008: £12,864,000) the quality of our earnings has been enhanced due to the favourable mix of business which has been skewed in favour of our Ulva brand thereby increasing average gross margins to 41.3% from 38.4% recorded in the corresponding period in 2008. Operating profits before amortisation of acquired intangibles amounted to £1,140,000 (2008: £863,000) an increase of 63.4%. With lower interest rates and reduced debt levels finance costs fell to £149,000 as compared to £294,000 for the corresponding period in 2008. Pre tax profits advanced to £1,178,000 (2008: £452,000) an increase of 160% compared to the same period one year earlier.

Profits attributable to shareholders amounted to £858,000 (2008: £407,000) after taking into account a full tax charge made up of current corporation tax (see Note 5) of £99,000 and the release of deferred tax assets of £221,000 booked in earlier years in compliance with IAS12.

The Group is utilising its losses carried forward from earlier years in an efficient and effective manner thereby limiting the cash impact of corporation tax liabilities incurred as a result of improved profitability.

Unaudited six months Unaudited six months
ended 31.12.09 ended 31.12.08
£'000 £'000

Turnover 12,349 12,864
Operating Profit 1,327 746
Profit before tax 1,178 452
Profit after tax 858 407
Profit per share 4.78p 2.30p

Financial Structure

At the Group's Annual General Meeting held in London on 13th January 2010 shareholders approved the various resolutions placed before them including, inter alia, the bonus issue of ten new shares in addition to each share currently held ranking pari passu as well as the elimination of our share premium account through its transfer to pure equity and retained earnings. The formal ratification for this is currently passing through the Courts and we anticipate that by year end the entire process of strengthening the Group's balance sheet will have been completed. Based on the Group's trading performance to date this year your directors expect to be in a position to declare a maiden dividend for the year ending 30th June 2010 if the momentum which has been created is successfully maintained.

Operational Highlights

Fullflow

Against a backdrop of generally depressed market conditions, Fullflow produced a very satisfactory result for the period. Although sales suffered an overall decrease, a combination of efficiency improvements, material cost reductions and overhead savings meant that Fullflow's operating profit increased significantly compared to the equivalent period last year.

Fullflow is increasingly an international business, and UK sales, including those of Plasflow, accounted for less than 40% of total sales in the period. This was partly due to the impact of the large projects being undertaken at Doha Airport in Qatar and Madrid Barajas Airport in Spain, but progress was achieved on a number of other fronts and with UK construction markets likely to remain at a low ebb for the foreseeable future it is important that Fullflow continues to develop its international operations.

In this regard it is expected that progress will be achieved on three main fronts: firstly by winning more major international projects (such as Airports for example) which Fullflow will take on directly, secondly by helping its existing international partners to generate extra business and thirdly by extending its network of international partners. Already there is movement on at least some of these fronts and Fullflow has just secured its first order for a project in Vietnam. There is even the possibility of one of our partners entering the vast and potentially lucrative market in China.

One of the characteristics of Fullflow is that its management teams consist in the main of relatively young and highly committed individuals. These teams have now been in place for some years and we believe that there is now an excellent blend of youth and experience which has the potential to drive the business on to further success. In addition both Fullflow and Plasflow are widely respected for the quality of their products and the service levels which they provide and even at a time when market conditions mean that price has assumed a higher level of importance than ever, these assets provide the best possible platform from which to build lasting relationships and sustainable success.

Crescent of Cambridge

Crescent's UK market has remained static and whilst enquiry levels have been strong, too few projects have attracted the necessary funding. The Crescent team is patiently awaiting recovery whist maintaining vigorous cost control.

Crescent has always provided a premium product to the more discerning end of the market and continues to do so today without compromise on issues of quality, service and compliance despite the difficult market conditions which have seen some contractors installing non-compliant stairs procured solely on price.

Despite the difficult conditions, investment has continued in the enhancement of the design automation software which is now fully integrated with the manufacturing system and providing front end tendering cost information based on current live costs. This is especially helpful when negotiating in price sensitive market conditions. This key investment is expected to underpin Crescent's ability to grow revenues whilst containing the cost base when recovery begins.

Revenues and profitability have been in line with expectation following the restructuring, which was completed in the last financial year, with the exception of one bad debt flowing from the Haymills insolvency which impacted profit by £46,000.

DRC Polymer Products

DRC Polymer Products has a number of challenges with which its management team are preoccupied. Specialist chemicals and raw materials are used in the production of most of DRC's products which are sourced from all over the world. The weakness of sterling is therefore of concern to us in terms of cost control and the protection of sustainable margins. In addition to this there are a number of technical projects in which DRC is currently investing which are being profiled on the company's equipment, all of which are designed to enhance the company's product offering to a wide range of valued customers. Technical development is likely to command greater levels of time, commitment and resources in future and is constantly under review.

Modular Build

Hylam Uniroof remains the product of choice for the sector and DRC's focus remains on providing a high level of service to its loyal customers, some of which are operating at quite markedly reduced activity levels. Overall, the activity continues at an acceptable level and the team is ready to ramp-up volume when the market picks-up.

Hylam IQ

A fourth UK water utility adopted the Hylam IQ intelligent membrane system in the period under review awarding DRC contracts for three reservoirs. Elsewhere activity has been limited pending the commencement of the new five year AMP period in April 2010. The outlook for Hylam IQ is positive with a number of key projects in the pipeline.

FPA Membrane

The Drinking Water Inspectorate (DWI) approved Hylam FPA membrane range has been extended to meet specific client driven requirements and has been selected for a number of substantial projects in the UK and international markets. Sales in the period under review have been steady but the outlook is positive for this niche engineered membrane.

Ulva

DRC continues to provide Ulva with a constant stream of high quality Ulvashield with good efficiency and low levels of waste, which will grow in line with the development of the Ulva business. Ulva and DRC are also working collaboratively on the further enhancement of the Ulvashield compound.

Ulva Insulation Systems

Corrosion Under Insulation (CUI) continues to be a subject in sharp focus for many of the Oil, Gas and Petrochemical multinationals and operators. The extension of Ulva's presence and reach with effective sales offices in Houston and Kuala Lumpur and the appointment of local agents in key markets has been well received and rewarded with the inclusion of the system in a number of additional corporate specifications and a number of key new project specifications. Projects have been completed or agreed for new customers in Japan, Brazil and two countries in South East Asia.

Ulva's offering has been extended to include full time site presence to assist the end client and installation contractor in areas such as the achievement of best practice, quality assurance procedures and training. This service is currently being utilised on two major projects for the Norwegian sector under construction in Korea and Holland.

Business performance for the period under review was very much in line with expectation and the outlook remains positive.

Earnings per share

Shareholders will be pleased to note that EPS has increased from 2.30p per share in the first half of 2008 to 4.78p per share for the six month period to 31st December 2009 which equates to an increase (after tax) of 108%. This augers well for the future and supports the Board's aspirations to enter the dividend list later this year.

Staff

The severity of the economic climate dictates that all employees within our Group are charged with the responsibility of making stringent efforts to maximise the performance of the Group. In this regard we are grateful to staff at all levels without whose dedication and commitment these vastly improved results would not have been possible.

Board Changes

We are delighted to welcome onto the Board of our parent company Colin Stott who joined our Group back in October 2006 as a consultant and who has worked tirelessly at both Crescent and DRC prior to taking over as managing director of Ulva where he has had prime responsibility for not only its successful integration within the operating structure of this Group but for the delivery of our international strategy designed to facilitate profitable growth both in the short and longer term. Colin's considerable experience as an international operator will be invaluable to the Group in achieving our given objectives within global markets as well as the exploitation of our brand portfolio.

Current Trading and Prospects

Notwithstanding the disappointing economic outlook in general the current period has started strongly and together with the results posted for the first half the Board is confident that we will deliver very positive results for the financial year to 30th June 2010. Many challenges exist but with the commitment, professionalism and energy of our team we remain confident that we shall be able to exploit many of the opportunities which lie before us. The Board remains, as ever, focused on further profitable growth allied to diligent control over costs and to maximising shareholder value. We look forward with confidence to the remainder of 2009/2010 and beyond.

J A F Walker

Chairman

17th March 2010

Unaudited Consolidated Income Statement

Six months Six months Six months Year ended
ended ended 31.12.09 ended 31.12.08 30.06.09
31 December 2009 Unaudited Unaudited Audited
£'000 £'000 £'000

Revenue 12,349 12,864 24,745
Cost of sales (7,253) (7,928) (14,764)
Gross profit 5,096 4,936 9,981
Operating expenses (3,686) (4,073) (7,558)
1,410 863 2,423

Exceptional operating
expenses - - (134)

Amortisation of intangible assets acquired through
business combinations net of (83) (117) (165)

deferred tax Operating profit
1,327 746 2,124
Financial income - - 42
Financial costs (149) (294) (534)

Profit on ordinary activities before taxation
1,178 452 1,632
Income tax charge (320) (45) (37)

Profit for the period attributable to equity holders
of the parent 858 407 1,595

Basic earnings per share
(pence) 4.78p 2.30p 9.02p

Diluted earnings per share
(pence) 4.78p 2.30p 9.02p

Turnover and operating profit all derive from continuing operations.

Unaudited Consolidated Balance Sheet

As at 31 December 2009 As at 31.12.09 £'000 As at 31.12.08 £'000 As at 30.06.09 £'000
£'000 £'000

Non-current assets
Intangible assets 8,936 9,170 9,045
Property, plant and equipment 5,087 5,136 5,114
Trade and other receivables 689 462 655
Deferred tax assets 924 888 1,150
15,636 15,656 15,964

Current assets
Inventories 3,901 3,659 3,972
Trade and other receivables 9,889 10,175 9,866
13,790 13,834 13,838
Total assets 29,426 29,490 29,802

Current liabilities
Trade and other payables (6,363) (8,116) (7,410)
Current tax liabilities (494) (348) (309)
Obligations under finance (98) (152) (117)

leases
Bank loans and overdrafts (2,438) (4,047) (4,127)
(9,393) (12,663) (11,963)

Non-current liabilities
Bank loans (3,458) (2,740) (2,600)
Deferred tax liabilities (2,679) (2,739) (2,719)
Obligations under finance (24) (19) (47)

leases
(6,161) (5,498) (5,366)

Total liabilities (15,554) (18,161) (17,329)
NET ASSETS 13,872 11,329 12,473

Capital and reserves
Called up share capital 93 89 89
Share premium account 13,205 12,534 12,534
Capital reserves 41 41 41
Revaluation reserve 229 - 229
Retained earnings 304 (1,335) (420)
TOTAL EQUITY 13,872 11,329 12,473

Unaudited Consolidated Cash Flow Statement

Six months ended 31 December Six months ended Six months ended Year ended 30.06.09
2009 31.12.09 Unaudited 31.12.08 Unaudited Audited
£'000 £'000 £'000
Profit after tax 858 407 1,595

Adjustments for:
Net finance costs 149 294 492
Corporation tax charge 320 45 269
Depreciation of property, 185 209 414

plant and equipment
Amortisation of intangible 123 123 243

assets
Profit on disposal of plant - - (6)

and equipment Operating cash flows before movement in working capital
1,635 1,078 3,007
Decease/(increase) in 71 124 (189)

inventories
Increase in receivables (57) (629) (735)
Decrease in payables (807) (336) (967)
Interest paid (147) (310) (612)
Interest received - - 2
Corporation tax paid (191) - (231)
Net cash inflow from operating 504 (73) 275

activities Cash flow from investing activities
Purchase of property, plant (158) (180) (384)

and equipment
Purchase of intangible assets (14) - (10)

Proceeds from disposals of
property, plant and equipment - - 27
Net cash outflow from (172) (180) (367)

investing activities Cash flow from financing activities
Issue of ordinary shares 675 - (44)
Term loan conversion to euro 1,443 - -

denomination
Bank loans repaid (247) - -
Purchase of treasury shares (134) - -
Finance lease repayments - net (42) (59) (116)

Net cash inflow/(outflow) from
financing 1,695 (59) (160)

activities Net increase/(decrease) in
cash and bank 2,027 (312) (252)

overdrafts Cash, cash equivalents and
bank overdrafts at (3,477) (3,225) (3,225)

beginning of period Cash, cash equivalents and
bank overdrafts at end of (1,450) (3,537) (3,477)

period

Notes to the Interim Report

1. Basis of Preparation

The Condensed Interim Financial Statements have been prepared using accounting policies consistent with International Financial Reporting Standards and in accordance with International Accounting Standards (IAS) 34 Interim Financial Reporting.

The financial information for the six month period ended 31 December 2009 and 2008 has not been audited by the Group's auditors and does not constitute accounts within the meaning of s240 of the Companies Act 2006. The financial information for the year ended 30 June 2009 is an abridged version of the Group's accounts which received an unqualified auditors' report and did not contain a statement under s237(2) or (3) of the Companies Act 2006 and have been filed with the Registrar of Companies.

The same accounting policies, presentation and methods of computation are followed in these condensed financial statements as were applied in the preparation of the Group's financial statements for the year ended 30 June 2009.

2. Taxation
Interim period income tax is accrued based on the estimated average annual effective income tax rate.
3. Dividends
The Directors are not recommending the payment of an interim dividend.
4. Segmental Reporting
Six months Six months Year
ended 31.12.09 ended 31.12.08 ended 30.06.09
Unaudited Unaudited Unaudited
£'000 £'000 £'000

(i) Business Segments Revenue
Rainwater management 7,433 8,224 15,389
Metal staircases 1,034 1,541 2,757
Polymer membrane 3,882 3,099 6,599
Corporate - - -

Total Revenue 12,349 12,864 24,745

Operating Profit
Rainwater management 487 209 801
Metal staircases (106) (149) (350)
Polymer membrane 404 157 616
Corporate 542 529 1,057

Total operating profit 1,327 746 2,124

(ii) Geographical Segments Revenue
United Kingdom 5,770 7,135 12,421
Europe 4,366 4,979 8,972
Far East 1,721 314 2,847
Middle East 492 436 505

Total Revenue 12,349 12,864 24,745
5. Income Tax Expense
Recognised in the income statement
Six months Six months Year
ended 31.12.09 ended 31.12.08 ended 30.06.09
Unaudited Unaudited Unaudited
£'000 £'000 £'000

Current tax expense
Current year - UK corporation 99 45 269

tax
Deferred tax movement 221 - (232)

Total tax expense in income 320 45 37

statement

6. Profit per Share

Profit per share is calculated on the basis of 17,934,296 shares (2008: 17,729,546) which is the weighted average of the number of shares in issue during the period.
The Group's share options are not dilutive for profit per share calculations.
7. Copies of Interim Report
Copies of the half year report will be posted to shareholders in due course and are available from the Group head office at Bedford House, 1 Regal Lane, Soham, Ely, Cambridgeshire, CB7 5BA or available to view from the Group's website at http://www.swpgroupplc.com.

For further information or enquiries:

J.A.F Walker D.J Pett R. Kauffer
Chairman Director of Finance KBC Peel Hunt

Nominated Advisor & Broker

Tel: 01353 723270 Tel: 01353 723270 Tel: 0207 418 8900
Mobile: 07800 951151 Mobile: 07940 523135 Mobile: 07841 673210

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

IR UNASRRKAOAAR

RNS Number : 1753H SWP Group PLC 16 February 2010

SWP Group plc ("SWP" or the "Company")

Appointment of Director

The Company is pleased to announce today the appointment of Mr Colin Stott to the Board of SWP as Director effective immediately.

Colin is an executive Director and is the Managing Director of the Crescent, DRC and Ulva businesses. He completed his engineering apprenticeship with BICC and has twenty years international general management experience with companies including GEC Alsthom, Bunzl/Filtrona and in private equity. He has operated from bases in the UK, USA and Canada.

Colin joined SWP as a consultant on the 1st October 2006 and initially spent 18 months restructuring, modernising and developing the DRC Polymer and Crescent of Cambridge businesses before assuming control over these operations as Managing Director and also the newly acquired Ulva brand based in Telford, Shropshire. More recently he has developed a cohesive international plan for the globalisation of Ulva's oil, gas and petrochemical business throughout Asia, Europe, United States and South America. We anticipate Colin will continue to make a substantial contribution to the Group's organic growth and increased profitability.

Further information on Colin Stott is contained in the Appendix below.

Alan Walker, Executive Chairman of the Group, commented:

"We are particularly pleased to appoint Colin to our parent Board of Directors. He has key responsibility to focus on the rapid global development of our Ulva brand during a strong phase of international expansion within the oil, gas and petrochemical industries. His invaluable experience as a professional international business operator has and will continue to reinforce management skills across the Group and we are very fortunate to have secured his services at this pivotal time in our development".

For further information please contact:

SWP Group plc

David Pett/Alan Walker 01353 723270

Appendix

Colin Andre Stott (aged 45) currently holds the following directorships and has not held any previous directorships within the last five years :

Milla Management Services Ltd

Crescent of Cambridge Limited

DRC Polymer Products Limited

Ulva Insulation Systems Ltd

Colin Stott currently has no shareholding nor options in the Company.

Other than as set out above, Mr. Stott has confirmed that there is no further information required to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules.

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

BOAUVONRRNAUAAR

RNS Number : 2911G SWP Group PLC 29 January 2010

SWP Group plc

Total Voting Rights and Capital

SWP Group plc announces that the total number of ordinary shares of 0.5 pence each of SWP Group plc as at the date of this notice is 203,275,006.

There are 2,365,000 shares held in Treasury.

The total number of voting rights in SWP Group plc is therefore 200,910,006.

The above figure (200,910,006) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, SWP Group plc, under the Disclosures and Transparency Rules.

Enquiries:

SWP Group plc

David Pett

Finance Director 01353 723270

29 January 2010

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

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RNS Number : 7386F SWP Group PLC 19 January 2010

SWP Group plc ("SWP" or the "Company")

Capital Reorganisation

As announced at the time of the publication of SWP's final results, the Company is conducting a capital reorganisation including a bonus issue at a ratio of:

10 new ordinary shares of 0.5p each for every 1 existing ordinary share of 0.5p each

to all those SWP shareholders on the shareholder register as at 20 January 2010. The capital reorganisation has been approved by shareholders at a General Meeting of the Company.

The effect of the bonus issue will be to increase the number of ordinary shares in issue and the holding of each shareholder will be increased on a pro rata basis with a corresponding adjustment to the market price of each share.

The bonus issue is taking place in order to reduce the Company's Share Premium Account and increase the Called up Share Capital.

On the basis of the current issued ordinary share capital of 18,264,546 ordinary shares, the bonus issue will result in the issue of 182,645,460 bonus shares. Application has today been made to the London Stock Exchange for the new ordinary shares to be admitted to trading on AIM, where ordinary shares of the same class are already traded. It is expected that Admission will be effective and dealing in the ordinary shares will commence on 21 January 2010.

The Company also holds 215,000 shares in treasury. An additional 2,150,000 shares will be issued into treasury as a result of the issue.

The bonus shares, which will be capable of being held in either certificated or uncertificated (CREST) form as appropriate, will be issued to each shareholder and are not being marketed. The rights and restrictions attaching to the bonus shares will be as currently set out in the Articles in relation to the existing ordinary shares. The bonus shares will rank pari passu in all respects with the existing ordinary shares.

Where ordinary shares are held in certificated form on the record date, shareholders will receive non-renounceable share certificates, which will be posted at the risk of shareholders, in respect of their entitlements to bonus shares. Where ordinary shares are held in uncertificated form on the record date, the appropriate CREST accounts will be credited with the relevant number of bonus shares, save that the Company reserves the right to issue the bonus shares in certificated form in exceptional circumstances, such as for example, in the event of any failure or breakdown of CREST. No temporary or renounceable documents of title will be issued.

Enquiries:

SWP Group plc

David Pett

Finance Director 01353 723270

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

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