(MCHL.L) Mouchel Group PLC Buy/Sell

RNS Number : 9845B Mouchel Group plc 04 November 2009

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuer of Mouchel Group plc

existing shares to which voting rights are attached:

2 Reason for the notification (please tick the appropriate box or boxes):
X

An acquisition or disposal of voting rights An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments An event changing the breakdown of voting rights
Disclosure of holdings follows the sale of Insight Investment Management X
Other (please specify): Limited on 2 November 2009. This notification supersedes any notifications
previously issued by Lloyds Banking Group plc.
3. Full name of person(s) Lloyds Banking Group plc

subject to the notification obligation:

4. Full name of shareholder(s) See Section 9. (if different from 3.):

5. Date of the transaction and 02 November 2009 date on which the threshold is crossed or reached:

6. Date on which issuer 04 November 2009

notified:

7. Threshold(s) that is/are N/A - direct/indirect
crossed or reached: holdings remain below 6%

8. Notified details: A: Voting rights attached to shares

Class/type of Situation previous Resulting situation after the triggering transaction
shares to the triggering
transaction

if possible using the ISIN CODE
Number Number Number Number of voting % of voting rights
of of of shares rights
Shares Voting
Rights
Direct Direct Indirect Direct Indirect
Ord 0.25p Shares 6,689,077 6,689,077 190,446 190,446 5,989,659 0.169% 5.330%

B: Qualifying Financial Instruments Resulting situation after the triggering transaction

Type of financial Expiration Exercise/ Number of voting % of voting
instrument date Conversion rights that may be rights
Period acquired if the
instrument is
exercised/
converted.

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments Resulting situation after the triggering transaction

Type of financial Exercise Expiration Exercise/ Number of voting % of voting rights
instrument price date Conversion rights instrument
period refers to
Nominal Delta

Total (A+B+C)

Number of voting rights Percentage of voting rights
6,180,105 5.500%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:

6,155,837 shares (5.478%) are under the control of Scottish Widows Investment Partnership Ltd, a wholly owned subsidiary of Scottish Widows Group Ltd, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Indirect Interests).

Proxy Voting:

10. Name of the proxy holder: N/A
11. Number of voting rights proxy holder will cease to hold: N/A

12. Date on which proxy holder will cease to hold voting rights: N/A

13. Additional information: Notification using the Total Voting Rights
figure of 112,369,719
14. Contact name: Matthew Wilson

15. Contact telephone number: 0113 235 7729

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

HOLBRBDBGGGGGCS

RNS Number : 6231B Mouchel Group plc 30 October 2009

Mouchel Group plc

Total Voting Rights

In accordance with Disclosure and Transparency Rule 5.6.1, the issued share capital of Mouchel Group plc as at 30 October 2009 comprises 112,369,719 ordinary shares of 0.25p each.

The voting rights of all of these shares are identical. The total number of voting rights in Mouchel Group plc is therefore 112,369,719.

The above figure 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, Mouchel Group plc under the FSA's Disclosure and Transparency Rules.

END.

---------------------------------------------------------------

Name of Contact for this Regulatory Announcement

Kelly Lee

Deputy Company Secretary

Mouchel Group plc

Telephone: 01483 731000

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

TVRILFLRIELAFIA

RNS Number : 1138B Mouchel Group plc 20 October 2009

Annex DTR3

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons

All relevant boxes should be completed in block capital letters.

1. Name of the issuer 2. State whether the
notification relates
to (i) a
transaction notified
in accordance with
MOUCHEL GROUP PLC DTR 3.1.2 R,
(ii) a disclosure
made in accordance
LR 9.8.6R(1) or
(iii) a disclosure
made in accordance
with section 793 of
the Companies Act
(2006).

3.1.2 R
3. Name of person 4. State whether
discharging notification relates
managerial to a person
responsibilities/ connected with a
director person discharging
managerial
responsibilities/
KEITH JACKSON director named in 3
and identify the
connected person

5. Indicate whether the 6. Description of
notification is in shares (including
respect of a holding class), debentures
of the person or derivatives or
referred to in 3 or financial
4 above or in instruments relating
respect of a to shares
non-beneficial
interest 1

0.25 PENCE

7. Name of registered 8. State the nature of
shareholders(s) and, the transaction
if more than one,
the number of shares
held by each of them 1. EXERCISE OF

2. SALE OF ALL

9. Number of shares, 10. Percentage of issued
debentures or class acquired
financial (treasury shares of
instruments relating that class should
to shares acquired not be taken into
account when
calculating
N/A percentage)

11. Number of shares, 12. Percentage of issued
debentures or class disposed
financial (treasury shares of
instruments relating that class should
to shares disposed not be taken into
account when
calculating
11,179 shares sold percentage)
0. 0099%
13. Price per share or 14. Date and place of
value of transaction transaction
£2.30 19 October 2009,

15. Total holding 16. Date issuer informed
following of transaction
notification and
total percentage
holding following 20 October 2009
notification (any
treasury shares
should not be taken
into account when
calculating
percentage)

NOTIFICATION :
103,715

NOTIFICATION:
0.0922%

If a person discharging managerial responsibilities has been granted options by the issuer

complete the following boxes

17. Date of grant 18. Period during which or
date on which exercisable

19. Total amount paid 20. Description of shares or
(if any) for grant debentures involved
of the option (class and number)

21. Exercise price (if 22. Total number of shares or
fixed at time of debentures over which
grant) or options held following
indication that notification
price is to be fixed
at the time of
exercise

23. Any additional 24. Name of contact and
information telephone number for
queries
* Note, the
announcement made on KELLY LEE
23 April 2009 in 01483 731000
respect of Keith
Jackson understated
his total holding
following that
notification as
110,433 when it
should have read
114,894 (0.10224%)

Name of authorised official of issuer responsible for making notification KELLY LEE, DEPUTY COMPANY SECRETARY Date of notification 20 OCTOBER 2009

Notes: This form is intended for use by an issuer to make a RIS notification required by DR 3.3.

(1) An issuer making a notification in respect of a transaction relating to
the shares or debentures of the issuer should complete boxes 1 to 16, 23
and 24.

(2) An issuer making a notification in respect of a derivative relating the
shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23
and 24.

(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete
boxes 1 to 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial instrument
relating to the shares of the issuer (other than a debenture) should
complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

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

RDSURVVRKARRUAA

RNS Number : 4195A Mouchel Group plc 07 October 2009

1. Identity of the issuer or the underlying issuer Mouchel Group Plc

of existing shares to which voting rights are attached: 2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments An event changing the breakdown of voting rights Other (please specify):
Schroders plc

3. Full name of person(s) subject to the notification obligation: 4. Full name of shareholder(s) (if different from 3.):
06.10.09

5. Date of the transaction and date on which the threshold is crossed or reached:
07.10.09

6. Date on which issuer notified:
Above 10%

7. Threshold(s) that is/are crossed or reached:

8. Notified details: A: Voting rights attached to shares
Class/type of Situation previous Resulting situation after the triggering transaction
shares to the triggering
transaction

if possible using the ISIN CODE
Number Number Number Number of voting % of voting rights
of of of shares rights
Shares Voting
Rights
Direct Direct Indirect Direct Indirect
Ordinary 13,875,948 11,206,603 13,954,179 11,284,834 N/A

10.04%

B: Qualifying Financial Instruments Resulting situation after the triggering transaction
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date Conversion Period rights that may be rights
acquired if the
instrument is
exercised/ converted.

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments Resulting situation after the triggering transaction
Type of financial Exercise price Expiration date Exercise/ Number of voting rights instrument refers to % of voting rights
instrument Conversion period
Nominal Delta

Total (A+B+C)
Number of voting rights Percentage of voting rights
11,284,834 10.04%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: Schroder Investment Management Limited 11,254,135 10.02%
Schroders (CI) Limited 30,699 0.03%

Proxy Voting: 10. Name of the proxy holder: 11. Number of voting rights proxy holder will cease to hold: 12. Date on which proxy holder will cease to hold voting rights:

13. Additional information: The shares referred to in section 9 are held in portfolios managed by those firms on a discretionary basis for clients under investment
management agreements.

14. Contact name:
Taryn O'Donoghue

15. Contact telephone number:

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

HOLBUBDGIXGGGCR

RNS Number : 2758A
  Mouchel Group plc
  06 October 2009
   

6 October 2009

Mouchel Group plc

Preliminary Results

For the year ended 31 July 2009

Mouchel Group plc: consulting and business services group - announcement of unaudited results for the year ended 31 July 2009

Financial highlights 

                                                2009      2008
 Revenue                                     £740.6m   £656.7m
 Underlying operating profit1                 £47.3m    £41.7m
 Underlying operating margins1                  6.4%      6.4%
 Profit before tax and exceptional items      £40.1m    £38.8m
 Exceptional items (net)                    £(53.6)m  £(12.5)m
 (Loss)/profit before tax                   £(13.5)m    £26.3m
 Adjusted earnings per share1,2                26.4p     25.7p
 Basic (loss)/earnings per share             (11.7)p     17.9p
 Dividend per share3                           6.10p     6.10p

1 Underlying operating profit, underlying operating margins and adjusted earnings per share exclude those items which the Group presents as exceptional items in the accounts (including the annual amortisation of intangible assets arising from business combinations) - see note 3 for full details. 

2 Adjusted earnings per share is calculated after adding back shares held by the employee share trusts to the weighted average number of shares and adjusting earnings for exceptional items (net of taxation).

3 Includes paid and proposed dividends in respect of the year.

*     Revenue growth of 13%, increasing revenues to £740.6m, including organic revenue growth of 9%;

*     Underlying operating profit up 13% to £47.3m, with underlying operating margins maintained at 6.4%;

*     Exceptional items include significant restructuring and asset impairment charges totalling £50.0m arising as a result of restructuring the Group's activities in the Middle East, management consulting and rail;

*     Adjusted earnings per share increased 3% from 25.7p to 26.4p and dividend per share for the year maintained at 6.10p;

*     Year-end net borrowings reduced from £111.6m to £101.3m since the half-year; and

* Continuing good visibility of future earnings with forward order book of £1.9bn and bidding pipeline of £2.2bn.

Business highlights 

*     Good progress made in addressing challenges encountered during the year, with most now largely resolved;

*     Middle East contract receivables being collected, with a £15.0m impairment charge made against assets considered at risk,

*     Management consulting strengthened through appointment of new senior team and restructuring of business to reflect current market conditions,

*     Rail market withdrawal substantially completed having now largely concluded outstanding client commitments,

*     Contract win rate for the second half of the year restored to within target range of one-in-three to two-in-five of opportunities tendered by value.

* Core business continuing to perform strongly, including good progress in extending major local authority partnership contracts.

Richard Cuthbert, Chief Executive, commented:

'This has been a difficult and disappointing year for Mouchel.  In the second half we have had to deal with the substantial withdrawal from the rail market, together with the impact of the economic downturn on our Middle East and management consulting businesses. These have clouded what has otherwise been another year of growth and strong performance in our core business.

Looking to the future, the general economic outlook clearly remains challenging. The pressure on public spending brings uncertainty for all public services providers, but is also a source of huge opportunity for Mouchel as clients in all of our target markets strive to deliver better services more efficiently. Our focus on the transformation of essential services and the maintenance of vital infrastructure means that we will continue to benefit from sustained levels of public expenditure in our core markets and from the inevitable trend for increased outsourcing, signs of which we are already seeing. 

These developments, together with the continued strength of our order book and bidding pipeline, and the fact that we have restored our tender win-rate to within our target range, mean that we remain confident about our long-term prospects.'

A presentation will be given to analysts at 9.15 am today, Tuesday 6 October 2009, at the offices of RBS Hoare Govett,  250 Bishopsgate, London EC2M 4AA.  For further information please contact:

Mouchel Group plc        

Richard Cuthbert, Chief Executive                                 ]
Kevin Young, Group Finance Director                            ]    01483 731731
Ian Parker, Marketing and Communications Director       ]  

    

Finsbury    

Mike Smith                                                                ]    020 7251 3801

Charles Watenphul                                                     ]
      BUSINESS REVIEW

Overview

Mouchel has faced a number of challenges in the second half of the year which have significantly impacted our performance. Some of these have been caused by the conditions in the markets in which we operate and some have been particular to Mouchel. We have struggled for some years to expand our activities in rail and we decided in the year to substantially exit that market; our management consulting division has been impacted by the economic downturn and we have responded by scaling back and restructuring that business; and, like many others, we got caught up in the Dubai property crash which left us with over-capacity and severe working capital exposure. These exceptional factors have created the loss that we have announced today. But it's important to keep this disappointment in perspective - at an operating level the Group has again performed well, with double-digit growth of both revenue and underlying operating profit, although the latter was below the expectations we set in the Spring of 2008, before the worst impacts of the recession had begun to materialise. 

Revenue increased by 13% to £740.6m, compared with last year. Excluding the impact of the Hedra acquisition last year, revenue increased by 9% versus the prior year; maintaining the strong organic growth of recent years, just below our target range of 10% to 15% per annum. Correspondingly, underlying operating profit also increased by 13% to £47.3m with underlying operating margins maintained at 6.4%. Our medium-term target for underlying operating margins remains unchanged at 8%.

Profit before tax and exceptional items rose by 3% from £38.8m to £40.1m after taking into account a £4.3m increase in the overall net interest cost, comprising £2.0m additional interest on bank borrowings and a £2.3m adverse movement in the financing element of the retirement benefits charge. Excluding the movement in interest on retirement benefit obligations, which is a non-cash item, profit before tax and exceptional items increased by 10%.

Although in line with our revised expectations, underlying profits were significantly below what we had anticipated at the start of the year, due to difficulties faced by the Group in the Middle East, management consulting and rail. However, in spite of the current economic environment, our core businesses have continued to perform strongly given that our activities are still focused mainly on the UK public sector and in the provision of essential services and the management of vital infrastructure. We are also benefiting from being able to help our clients reduce costs and deliver public services more efficiently.

Exceptional costs for the year totalled £53.6m (2008: £12.5m), including £7.4m (2008: £5.7m) for the amortisation of intangible assets arising from business combinations. The increase in amortisation compared to the prior year was due to the acquisition of Hedra in March 2008. Of the balance, £17.1m (2008: £nil) related to a one-off impairment charge for goodwill and intangible assets, following the decision during the year to substantially exit the rail sector. 
    

Other exceptional items amounted to £29.1m (2008: £6.8m) and largely comprised the costs of restructuring the businesses in the Middle East, management consulting and rail (including an impairment charge of £15.0m against contract receivables in Dubai), offset in part by a gain on disposal of the Group's former head office in West Byfleet of £3.8m. Other exceptional items in the prior year mainly included integration and transition costs associated with the HBS and Hedra acquisitions.

After taking into account exceptional items, the loss before tax for the year was £13.5m (2008: profit of £26.3m). Further details on the exceptional items can be found in note 3.

Segmental performance

Government Services

Revenue for the year increased from £267.1m to £303.8m, largely reflecting the full-year impact of the Hedra acquisition which was completed on 5 March 2008, part way through the second half of the last financial year. Excluding the impact of the acquisition, revenues increased from £246.1m to £253.3m, reflecting commencement of the Building Schools for the Future (BSF) commission in Hackney, as well as additional activity in our principal local authority partnership contracts. 

Underlying operating profits, at £14.5m, were only slightly above the £14.4m reported the previous year due largely to operating margins reducing from 5.4% to 4.8%. This was disappointing and reflected the continuing evidence of reduced demand for consulting services in our management consulting business, which we first highlighted in our half-year announcement. This, and the investment within management consulting in supporting the expansion and development of the business elsewhere in the Group, adversely impacted the near-term profitability of the consulting business in the second half.

As a result of the challenges within management consulting, we took steps in the second half to reorganise this part of the business in order to improve performance; this has involved the appointment of a new management team and the reduction in staff numbers to better match supply and demand and to give us greater flexibility.  

Since the acquisition of HBS and Hedra, we have become one of the leading providers of strategic partnerships and outsourced services to the local authority marketplace, where clients are under increasing pressure to improve services and reduce costs. The combination of the skills acquired as a result of the two acquisitions is proving increasingly powerful in pursuing new outsourcing deals and in securing programmes of work to help clients transform public services.

Local authorities

We continue to build on our major partnerships with local authorities including Middlesbrough, Lincolnshire, Rochdale, Milton Keynes, Oldham and Liverpool; and on our other strategic relationships in Hertfordshire and the London Borough of Hackney. This year we have secured a further four-year contract extension in Lincolnshire following an earlier one-year extension and the result of a successful transformation exercise which helped identify significant savings for the council. Our success in delivering transformation and cost reduction programmes is also reflected in recent consulting projects, including several assignments for councils in the Midlands, where we have implemented 'lean' and 'systems thinking' programmes.

Mouchel has been a partner to Lincolnshire County Council for nearly 10 years. At the time of appointment this was regarded as a groundbreaking business process outsourcing (BPO) partnership implementing major change to deliver targeted savings of around £50m over a 10-year period, commencing in 2000. As a result of the two extensions, the contract now runs to 2015 and we have also been engaged to support the council's efficiency programme, 'new ways of working' initiatives, and a wide range of projects within the children and adult services departments.  

We are still short-listed as one of two for a 10-year, bundled services partnership contract with North East Lincolnshire Council, which will focus on urban regeneration and economic development and deliver property, housing, planning and transport services. We have already been appointed to support the council with their economic well-being and BSF programmes, building on our earlier success in delivering improved educational outcomes for the authority.

We are in the advanced stages of negotiation with Middlesbrough Council on a five-year extension to our existing contract, which expires in 2011, and we expect a decision on this later in the year. Discussions also continue with the client in Oldham around an expansion in the scope of our services to include other back-office activities and we expect to secure this in the second half of the current financial year. We have worked with Oldham and Rochdale to award a PFI street-lighting contract across both boroughs and are now developing business cases for further shared service activities, including highway maintenance and parking management.

More local authorities, driven by the need to become more efficient and save costs, are seeking to outsource services. As a result, we have either been short-listed, or expect to be short-listed, for a raft of new bundled services and BPO opportunities.

Elsewhere in the local authority marketplace, we have won a number of new contracts during the year, including property design and maintenance services for Kent County Council and support to the London Borough of Ealing with its 'Decent Homes' initiative.

Education

The focus of our education business continues to be on the provision of education improvement and property services, mainly via the City Academy and BSF programmes and to local authority schools generally. We continue to leverage our existing footprint across the local and regional government sector through our support of major capital programmes like BSF and using our reputation in advisory services to target growth in key areas of education services support and change management.

This year, we have again been extremely successful in tendering for City Academy projects, winning contracts at Bournemouth, Bristol, St Helens, Isle of Sheppey and Solihull Academies. Our relationship with the Harris Federation of Academies continues to grow and we have a strong pipeline of future opportunities. We have been involved in about a quarter of the 200 Academies which have been opened to date.

In the BSF area, we are continuing to focus on client side advisory work, particularly through the provision of management, property, ICT and education consultancy services. Project development has started on the second phase of the 10-year BSF programme in Hackney. Work on the first phase is also nearing completion.  Also in Hackney, but outside education, we were appointed during the year as a framework contractor for estates and valuation services in addition to our existing role as one of the housing management service providers in the area.  Our work installing a new document management system for the council is also nearing completion.

Emergency services and other public sector organisations

We continue to focus our efforts on supporting other public sector delivery organisations and are seeing a growing workload with the 'blue light' service organisations. As a result, we are now working with almost half of the police forces in England and Wales, including commissions recently secured with Gwent, Dyfed Powys and Wiltshire constabularies. We have an emerging presence in fire and rescue services and, in particular, a strong presence in Essex where we have been supporting the client's IT transformation programme.  

We work with over 100 Primary Care Trusts (PCTs) across the country and have recently assisted the PCTs in Yorkshire and Humber to redesign and implement their patient referral and clinical decision-making processes.

Management consulting

The acquisition of Hedra plc resulted in a step-change in both the size and capabilities of our management consulting business. However, integration of the Hedra business was more problematic than originally envisaged, as was its trading performance in the current economic environment.  We have now reorganised the business and strengthened the management team, giving us a stronger base to build on going forward. The one-off costs associated with this restructure have been separately disclosed as exceptional items.

During the year the business has supported significant cost reduction and transformation programmes for our major partnerships in Lincolnshire, Middlesbrough and Oldham. Similar services are being developed for our commission with Rochdale Council and our change management and business transformation capability will continue to position us for sustained growth in the value of these partnerships as well as in our other BPO commissions.  

We continue our work with the NHS on the National Programme for IT as part of the CSC Alliance. The 10-year programme, for which Mouchel is the change partner for three of the five geographical areas in the UK, involves modernising systems and improving working practices. Ultimately, the programme will reduce spend and improve patient care and the environment in which staff work.  

We also continue to build a management consulting capability overseas with our move into Abu Dhabi.  We have been appointed to work with the Abu Dhabi government to implement a knowledge management programme, designed to improve government effectiveness, and we are preferred bidder on a potentially significant business process re-engineering opportunity, also for the Department of Municipal Affairs in Abu Dhabi.

Regulated Industries

Revenue for the year increased by 7% from £168.4m to £180.9m and underlying operating margins improved from 6.4% to 7.2%. Reduced revenue and profit from the rail business was more than offset by the increased activity from our operations in the Gulf prior to the economic difficulties in the United Arab Emirates (UAE), towards the end of the last calendar year, and the subsequent sudden slowdown in activity in the region, particularly in Dubai.

Utilities

Although rail and the Middle East have proved to be challenging markets for the Group over the last year, our utilities business performed strongly. In water, we have continued to experience relatively strong demand for our services in spite of the customary slowdown ahead of the next AMP period which commences in April 2010. Also, notwithstanding current economic conditions, the indications are still that there will be an increase in expenditure during AMP5 relative to earlier regulatory periods and we expect to benefit from this given our focus on maintenance and asset management.

Mouchel's water business is the second largest provider of water-related consultancy services to the UK water sector, working with every publicly-quoted water company. During the year, we secured new or additional work with a number of our water company clients; for example, in the North West, we have been awarded a five-year extension to our existing contract with United Utilities, which we hold in joint venture with Kier, Murphy and Interserve.

In Yorkshire, we have continued to support Costain, providing design and build services to Yorkshire Water for the construction of sewage treatment works and other major capital projects.  We are currently in the process of retendering this commission in joint venture with Costain and are hopeful of a successful outcome.

Early in the financial year, we secured and successfully commissioned the leakage detection contract for all eight zones in Thames Water's North East and North West areas. As a result, we are now undertaking leakage detection and associated activities across north London, in two of the client's four area networks. The contract started in September 2008 for two years and is potentially extendable by a further five years.

Mouchel also has an extensive track record in flood alleviation. In November 2008, we won Severn Trent's AMP5 feasibility framework, covering a three-year period and involving studies in wastewater, flooding, and environmental schemes. In 2007, the severe weather and subsequent floods in part of the country covered by Severn Trent left thousands of homes without a water supply. Our work with Severn Trent has identified ways to prevent such a catastrophe from happening again and, in particular, involved flood prevention works at the Mythe water treatment works (which had been threatened by floodwaters in 2007). We have also been liaising closely with the local planning authority and Environment Agency to negotiate the planning and flood defence consent processes, which has subsequently led to a larger national project.

Rail

During the year, we have continued to work with London Underground, where we have been supporting CBS Outdoor with the rollout of its digital advertising media programme and Thales with its signal upgrading work on the Jubilee and Northern lines. We have also continued to deliver services direct to London Underground under a framework set up to develop schemes which will reduce the temperature on its trains and station platforms.

We have now withdrawn entirely from rail contracting given the unacceptable margins and business risk. We are currently fulfilling our remaining contractual commitments on a small number of projects in this area but are not tendering for further work. Our exit from this part of the market will be marked by the imminent conclusion of our involvement in the Colchester to Clacton resignalling contract.

Our other principal area of activity in rail during the last five years has been structures examination and inspection work for Network Rail, where we learned during the second half of the financial year that we were unsuccessful with our tender to secure a position under its Civil Engineering Framework Agreement to provide these services in future. As a result, our work with Network Rail was reduced to almost zero and we took the decision to substantially exit the rail sector as a whole. This has resulted in a significant impairment of goodwill and other intangible assets, as well as one-off property-related provisions and redundancy costs for staff who did not transfer to the new service provider. The impairment charges and other one-off costs have been separately disclosed as exceptional items.
    

International

Prior to the recent economic difficulties, we had grown our International business to become one of the largest providers of infrastructure consultancy services in the Middle East.  Predominantly, this involved working for the state-backed development companies in the UAE, particularly Dubai, where we had a leading role on the Dubai Waterfront project and which, until the economic downturn, was planned to be the world's largest waterfront development.

We have been adversely impacted by the deteriorating economic environment in the region. Currently there is minimal demand for infrastructure development, particularly in Dubai, as a result of which we have seen a marked slowdown in activity levels and in the timing of collection of receivables compared to earlier years.

Over the past few months, we have been working closely with our clients in the Middle East to either secure the sums owed to us or to agree payment plans for the remaining outstanding amounts. As a result, we have now incurred a £15.0m exceptional impairment charge against fees earned which we have not received. We have also now substantially restructured our business in the Gulf. This has also resulted in significant one-off property-related provisions and redundancy costs which have been separately disclosed as exceptional items.

Looking forward, we are more optimistic for the prospects of the business elsewhere in the Gulf, though we do not anticipate a return to the very high levels of activity of 2008. In the UAE, in addition to the management consulting opportunities with the Department of Municipal Affairs in Abu Dhabi, we are also now working as part of a major consortium pursuing a public private partnership contract for the Mafraq to Ghwaifat highway, which is being led by the Department of Transport in Abu Dhabi. We are continuing to provide infrastructure design services on the Khalifa Port Industrial Zone development in Abu Dhabi and, in Kuwait, we were recently successful in our tender for the design and supervision of part of the new North-South highway.

Highways

Revenue for the year increased 16% from £221.2m to £255.8m, principally as a result of the Highways Agency (HA) maintenance management contract in Area 3 (Southern England) which commenced on

1 September 2008, as well as additional activity in our maintenance management commissions and technology commissions generally. At the same time, underlying operating margins improved slightly from 7.5% to 7.7%.  

The highways marketplace in Britain has changed significantly in recent years and we have continued to adapt to maintain our market leading position in this area.  

Network management

In order book terms, Mouchel's network management commissions for the Highways Agency, Transport for London (TfL), Transport Scotland and local government clients provide the greatest visibility of future earnings; with contracts typically running for between five and seven years. The combination of white- and blue-collar services generally requires Mouchel to operate in joint venture.  We work with Enterprise plc (formerly Accord plc) in England and with Balfour Beatty plc in Scotland and Westminster, but we are also still currently working with Amey plc on HA Area 13 (North West) until the completion of this contract in July 2010. 

As a result of the delay in closing the M25 DBFO contract, we benefited during the year from an ongoing role in Area 5 (the 'M25 Sphere' contract) where our responsibilities finally ceased in September 2009. In Area 9 (West Midlands), we also benefited from a full-year's earnings as the commission, which had been undertaken in joint venture with Amey, only finished in July 2009. No further contracts will be bid through the Amey Mouchel joint venture, from which we will have withdrawn completely on conclusion of Area 13. 

Our maintenance management commissions with the HA in Area 1 (South West) and Area 3 (Southern England), which we undertake in joint venture with Enterprise, continue to perform well. In Area 3 the impact of the government's 'fiscal stimulus' has been to increase expenditure through the commission by delivering schemes to support the sector through the economic downturn. 

Our performance on both Areas 1 and 3 through the severe weather last winter won special commendation, demonstrating our ability to collaborate successfully with adjacent highway authorities to deliver an effective service and maintain movement on the M4 motorway and other strategic routes during the worst of the weather.

The Area 1 and 13 commissions come to an end in the middle of 2010 and the procurement of new providers is currently ongoing. We have been short-listed as one of four tenderers in both areas. As we are currently incumbent on both commissions, we are optimistic of a favourable outcome, although the result of the tendering process will not be known until late 2009 or early 2010. 

The Enterprise Mouchel commission with TfL is also performing well. There is a strong environmental agenda to this contract and we are meeting our obligations to reduce its carbon footprint by introducing a range of innovative energy saving measures.

Mouchel continues to deliver local authority highways services under a range of single-service partnerships with county councils and unitary authorities and as part of multi-service partnerships involving the outsourcing of other council services - the latter through our Government Services business. Mouchel's highways partnership with Wiltshire County Council has undergone service transformation as the result of a commission-wide change management exercise. In Hertfordshire, where our contract has been extended to 2012, we have developed an efficiency improvement programme in collaboration with the council and the term contractor under a new risk-reward model that encourages ongoing efficiency improvements. 

We continue to have a healthy pipeline of opportunities in Highways. In addition to the maintenance management commissions with the HA in Areas 1 and 13, we are currently tendering a number of opportunities elsewhere. In September 2009, we were named by Lincolnshire County Council as the preferred bidder for its highways professional services commission which is a five-year contract, extendable to 10.

We have recently been short-listed, in joint venture with Carillion, as one of three bidders for the highways maintenance PFI contract in Sheffield and have also been appointed in our own right as technical adviser to the London Borough of Hounslow for its proposed PFI scheme. Overseas, we have formed a joint venture with the Australian company, Downer EDI, to pursue maintenance management opportunities. As a result we have now been short-listed for four potential commissions in Western Australia, where the state government is pursuing a new approach to highway maintenance, similar to the UK HA's model.

Technology

Mouchel is the only consultant to have developed, designed and delivered a Hard Shoulder Running (HSR) scheme in the UK, having successfully managed the implementation of the M42 Active Traffic Management (ATM) pilot scheme south of Birmingham. We are a key supplier supporting the HA in the implementation of its Managed Motorway programme, supporting the roll-out of this programme elsewhere in the Birmingham area and on other parts of the motorway network, notably the M60 and the M3 and M4. The Managed Motorway concept - which includes HSR, speed and lane controls, and slip-road signalisation (ramp metering) - increases capacity in a sustainable way by reducing the scale of construction works.  Our unique experience and recognition of the need for operational issues to lead in such schemes has been a differentiating factor in this market.

The HA TechMAC schemes continue to perform well, involving Mouchel (in joint venture with Peek Traffic), in the delivery of technology maintenance, system performance improvements and congestion management schemes. In 2008/09 this has included delivering several ramp-metering sites across the network which enabled the HA to achieve its targets for ramp-metering delivery, as well as the implementation of on-road technology to support congestion management. Also, in the technology area, we have just learned that we have been successful with our tender for the HA National Roads Telecommunications Service (NRTS) PFI specialist consultancy commission. This is a 10-year client-side technical advisory role where we will be working in conjunction with a technology provider to facilitate the improved integration of roadside monitoring equipment with HA regional traffic control centres.

We have also been successful in securing, in partnership with others, a technical consultancy framework for the Highways Agency which focuses on research and technical standards and has a potential duration of two and a half years.
    

Civil enforcement

Civil enforcement is also a new, but growing market for Mouchel.  Our market entry was accelerated through the acquisition of technology provider Traffic Support Limited in 2006. Our offer now extends from the planning and design of parking schemes through to the delivery of the software and hardware used in managing parking, the front-line civil enforcement officer service used to control on-street parking and the back office systems and services needed to process payments and pursue offenders. 

We have now secured a total of three parking and traffic management commissions and have a substantial pipeline of opportunities in this area, mainly with London Boroughs. Following our initial success in Hillingdon in 2008, we have subsequently secured two further similar commissions in Newham and Wandsworth in 2009. We are also currently targeting other major opportunities in London including Camden and the City of Westminster.

Capital projects

In Northern Ireland, we have been awarded a two-year (with a potential two-year extension) Consultancy Services Framework for the Strategic Roads Improvement Programme for the Northern Ireland Roads Service. We continue with our delivery of the 88km A5 Western Transport Corridor improvement scheme, between Derry and Aughnacloy. This is the UK's largest 'greenfield' road-building scheme, funded jointly by the British and Irish governments in order to stimulate economic regeneration in the North West of Ireland, and has a budget of up to £850m. Although this is an important commission for us, involvement in major capital schemes now forms a relatively small proportion of our overall highways portfolio.

People

In 2008/09 staff numbers fell by about 2% to just over 11,100 people at 31 July 2009. This was due to the downturn in the Middle East and the 'right-sizing' of activities in the UK, partly offset by staff joining us following contract wins during the year. Staff turnover reduced to less than 10% (16% in 2007/08) which is as a result of a less buoyant employment market, as well as our own efforts to engage and retain a solid skills base in the organisation. The workforce has become more diverse, women now representing some 29% (compared to 26% the previous year). 

For the second year running, Mouchel has been ranked as one of the Sunday Times Top Twenty "Best Big Companies to Work For" league of major employers, a considerable achievement especially in view of the rapid growth of the company. 

Board 

On 30 January 2009, we announced the appointment of Bo Lerenius to the plc board as a Non-Executive Director. Bo is the former Group Chief Executive of Stena Line (1992 to 1998) and of Associated British Ports (1999 to 2007), where he remained a Non-Executive Director until 31 December 2007. He is currently also a Non-Executive Director at G4S Plc, Land Securities Group Plc and Thomas Cook Group Plc. His expertise in some of our core markets, and extensive experience generally, will be a significant benefit to the Group. Bo succeeded Richard Benton as Chairman on 1 May 2009.

Richard Benton stood down after 11 years with the Group. He joined us as a Non-Executive Director in 1998 and became Chairman in 2001, successfully steering Mouchel through its flotation in 2002 and subsequent merger with Parkman Group plc in 2003. Richard has made a huge contribution to the development and growth of the Group and we wish him well for the future.

FINANCIAL REVIEW

Order book and pipeline

At 31 July 2009, the Group's forward order book stood at £1.9bn, broadly comparable with the £2.1bn at 31 July 2008 and the £2.0bn at the half-year which means that we continue to have excellent visibility of future earnings. The bidding pipeline of near-term opportunities and potential contract extensions stood at £2.2bn, again broadly similar to the £2.2bn and £1.9bn at the last full and half-years respectively.

The pipeline has benefited relative to the half-year from the inclusion of the maintenance management contracts in HA Areas 1 and 13 and the highways maintenance PFI opportunity in Sheffield. We anticipate further growth in the pipeline in coming months given the number of local authorities currently contemplating the outsourcing of services.

In terms of bidding for new work, the Group's win-rate during the second half of the year was restored to within our target range (of between one-in-three and two-in-five of tenders by value).

Cash flow and working capital

At 31 July 2009, net bank borrowings totalled £101.3m versus £81.9m at 31 July 2008 and £111.6m at the previous half-year.

At the operating cash flow level, the net cash generated from operations before exceptional items was £32.8m for the period versus £38.0m for the previous year with an equivalent annual cash conversion ratio of 69% for this year versus 91% in the previous year. Operating cash flow for the period was impacted considerably, largely due to the sudden slowdown in the demand for infrastructure development in the Gulf, especially in Dubai, and the resulting impact on receivables. 

Trade and other receivables before impairment charges increased by £34.6m over the year, of which £28.8m of the increase related to the Middle East. At 31 July 2009, sums due in the Middle East totalled £38.6m of which £27.8m related to contracts in Dubai, with the vast majority being due from the local state-backed development companies. Given the economic slow down in Dubai we have taken an impairment charge of £15.0m against fees earned which we have not received.

Overall cash performance for the year was also affected by the ongoing investment in the replacement of the Group's management reporting systems with a resulting marked increase in capital expenditure. We anticipate that capital expenditure will reduce to more normal levels in future.

Banking facilities

During the year, the Group's credit facilities were amended and restated. As a result, the Group now has facilities totalling £190m with Royal Bank of Scotland, Lloyds TSB and Barclays. Of the £190m, £125m is in the form of revolving credit facilities, which reduce by £10m in March each year, commencing March 2010, with the remaining balances of £30m expiring on 1 August 2012, and £65m expiring on 31 October 2012. The balance of £65m is in the form of a term loan which also falls due for repayment on 31 October 2012. The interest margin on the £60m of the revolving credit facilities expiring in August 2012 was kept at 0.5% to 1.35%, depending on gearing. The interest margin on the balance of the facilities is 2.0% to 3.5% depending on gearing.

The Group has complied with its banking covenants during the year and considers that its existing facilities provide adequate funding for the business.

Taxation

The effective rate of tax on profit before tax and exceptional items was 26.0%, compared with 26.7% for the previous year. The difference between the effective rate of tax and the statutory rate of 28% reflects the benefit of additional reliefs, partly offset by the normal level of disallowable expenditure.

Pensions

The Group currently operates three main defined benefit pension schemes: the Mouchel Superannuation Fund (MSF), the Mouchel Staff Pension Scheme (MSPS) and the Mouchel Business Services Limited Pension Scheme. The Group also has admitted body status in the Teesside pre-funded defined benefit scheme.

The Group accounts for all four schemes under IAS 19 Employee Benefits. The IAS 19 charge for the year was £7.1m, compared with £5.2m for last year. The increase was attributable to a £0.4m reduction in the current service cost and a £2.3m adverse movement in the financing element of the charge. The charge continues to benefit from the changes to the MSF and MSPS schemes in 2006/07, whereby most members in the non-public sector sections of the two schemes moved from a final salary arrangement to a career average re-valued earnings (CARE) basis for the calculation of their pension benefits. Under this basis the link to final salary has effectively been removed for both past and future service.

At 31 July 2009, the total deficit under IAS 19 was £60.3m compared with £67.2m at 31 January 2009 and £34.6m at 31 July 2008. The movement in the deficit compared with a year ago reflects actuarial experience in the intervening period, principally declining asset values and increased liabilities arising from a reduction in the discount rate applied to the liabilities from 6.6% at 31 July 2008 to 6.0% at 31 July 2009, partially offset by constraints in future salary increase assumptions.

From a funding point of view, the last actuarial valuations of all the schemes were undertaken at 31 March 2007 following which funding targets and related recovery plans were agreed with the relevant trustees. The next valuations will now take place at 31 March 2010. 

(Loss)/earnings per share

Adjusted earnings per share increased 3% from 25.7p to 26.4p. Adjusted earnings per share is calculated after adding back shares held by the employee share trusts to the weighted average number of shares. Earnings are adjusted to exclude amortisation of intangible assets arising from business combinations, impairment of intangible assets arising from business combinations and other exceptional items (net of taxation). Basic (loss)/earnings per share were (11.7)p (31 July 2008: earnings of 17.9p).

Dividends 

It is proposed that a final dividend of 3.85p (2008: 4.25p) per ordinary share will be paid on 18 December to shareholders on the register as at 23 October. Taken together with the interim dividend of 2.25p per share, this gives a dividend of 6.10p per share for the year as a whole, maintaining the total dividend at the same level as the prior year.

OUTLOOK

Although 2008/09 has been a challenging year, there is strong evidence that Mouchel's services continue to be in demand in the sectors in which we have become established. Public expenditure is likely to come under increasing pressure, with capital investments being postponed or scaled down. But in this environment we expect priority to be given to the provision and transformation of essential services and to the management and maintenance of vital infrastructure, all of which are core to our business. Much of this will be through partnership and outsourcing and will create significant opportunities for the Group as evidenced by our continuing strong order book and bidding pipeline. As a result, we have continued confidence in our long-term prospects.

On behalf of the Board

Richard Cuthbert                        Kevin Young

Chief Executive                            Group Finance Director

6 October 2009
      Consolidated income statement (unaudited)

For the year ended 31 July 2009

                                 Notes             Results        Exceptional      Total             Results          Exceptional     Total 
                                                    before              items       2009               before              items        2008
                                               exceptional           (note 3)       £000          exceptional            (note 3)       £000
                                                     items               £000                           items                £000
                                                      £000                                               £000
 Continuing operations:
 Revenue                             2             740,550                  -    740,550             656,743                    -    656,743
 Cost of sales                                   (616,370)                  -  (616,370)            (542,379)                   -  (542,379)
 Gross profit                                      124,180                  -    124,180              114,364                   -    114,364
 Administrative expenses                          (76,855)           (53,562)  (130,417)             (72,649)            (12,450)   (85,099)
 Operating (loss)/profit             2              47,325           (53,562)    (6,237)               41,715            (12,450)     29,265
 Interest receivable                                 1,565                  -      1,565                4,756                   -      4,756
 Finance costs                                     (8,834)                  -    (8,834)              (7,708)                   -    (7,708)
 (Loss)/profit before tax                           40,056           (53,562)   (13,506)               38,763            (12,450)     26,313
 Taxation                            4            (10,401)             10,916        515             (10,338)               3,577    (6,761)
 (Loss)/profit for the year                         29,655           (42,646)   (12,991)               28,425             (8,873)     19,552

 Basic (loss)/earnings per           6                                           (11.7)p                                               17.9p
 share
 Diluted (loss)/earnings per         6                                           (11.7)p                                               17.7p
 share

Consolidated balance sheet (unaudited)

As at 31 July 2009
                                           Notes
                                                       2009      2008  
                                                       £000        £000
 ASSETS                                  
 Non-current assets                      
 Goodwill                                           109,717     118,121
 Other intangible assets                             60,538      71,488
 Property, plant and equipment                       24,769      18,094
 Deferred tax assets                           8     28,739      21,926
 Financial instruments                         9          -         337
                                                    223,763     229,966
                                         
 Current assets                          
 Trade and other receivables                        183,033     163,400
 Assets held for sale                          7          -       3,984
 Cash and cash equivalents                    12     52,426      51,792
                                                    235,459     219,176
                                         
 Current liabilities                     
 Borrowings                                         (2,153)     (1,165)
 Trade and other payables                         (128,509)   (119,061)
 Current tax liabilities                            (8,909)    (12,857)
 Retirement benefit obligations               13      (857)       (636)
                                                  (140,428)   (133,719)
                                         
 Net current assets                                  95,031      85,457
                                         
 Non-current liabilities                 
 Borrowings                                    9  (150,764)   (134,827)
 Trade and other payables                           (1,404)     (2,126)
 Financial instruments                         9    (4,362)           -
 Provisions for liabilities and charges       10   (23,298)    (10,533)
 Deferred tax liabilities                      8   (12,325)    (15,122)
 Retirement benefit obligations               13   (59,430)    (33,925)
                                                  (251,583)   (196,533)
                                         
 Net assets                                          67,211    118,890 
                                         
 EQUITY                                  
 Share capital                                          280         279
 Share premium                                       27,853      27,180
 Other reserves                                      13,214      22,379
 Retained earnings                                   25,864      69,052
 Total equity                                 14     67,211    118,890 
    

Consolidated cash flow statement (unaudited)

For the year ended 31 July 2009
                                                                      Notes
                                                                                 2009       2008
                                                                                 £000       £000
 Cash flows from operating
 activities
 Cash generated from operations                                          11               37,995
 before exceptional costs                                                      32,801
 Exceptional costs                                                                              
                                                                              (7,585)    (6,799)
 Cash generated from operations                                          11               31,196
                                                                               25,216
 Interest element of finance                                                                    
 lease payments                                                                  (46)       (70)
 Interest element of other loan                                                 (193)      (276)
 repayments
 Taxation paid (net)                                                          (4,192)    (1,804)
 Net cash from operating                                                       20,785     29,046
 activities

 Cash flows from investing
 activities
 Acquisition of subsidiaries                                                        -   (71,770)
 (net of cash acquired)
 Investment in joint venture                                                     (20)      (250)
 entities
 Proceeds from sale of                                                    7    9,500        412 
 property, plant and equipment
 Purchase of property, plant                                                 (14,953)    (9,590)
 and equipment
 Purchase of intangible assets - software and assets in the course of        (10,344)    (4,744)
 construction
 Special contributions to                                                     (8,310)   (20,250)
 defined benefit pension
 schemes
 Interest received                                                             1,565       2,430
 Finance costs paid                                                           (7,856)    (3,707)
 Net cash used in investing                                                  (30,418)  (107,469)
 activities

 Cash flows from financing
 activities
 Net proceeds from issue of                                              14      674         716
 ordinary share capital
 Sale of own shares by employee                                                   18         309
 share trusts
 Dividends paid to shareholders                                           5   (7,184)    (5,766)
 Loan facility drawn down, net                                                17,656     132,647
 of loan issue costs
 Other loan payments                                                          (1,172)      (806)
 Loan to related party                                                             95        321
 Finance lease principal                                                        (153)      (159)
 payments
 Net cash generated from                                                       9,934     127,262
 financing activities

 Effect of exchange rate                                                         333         122
 changes

 Net increase in cash and cash                                                    634     48,961
 equivalents net of bank
 overdrafts
 Cash and cash equivalents net of bank overdrafts at 1 August                 51,792       2,831
 Cash and cash equivalents net of bank overdrafts at                     12   52,426      51,792
 31 July

Consolidated statement of recognised income and expense (unaudited)

For the year ended 31 July 2009

                                                    Notes
                                                                2009        2008
                                                                £000        £000
 (Loss)/profit for the year                                 (12,991)      19,552
                                                  
 Differences on exchange                                     (1,350)         318
 Loss on sale of own shares held in employee                    (78)       (284)
 share trusts                                     
 Tax relief on shares issued to employees                         -          196
 Changes in fair value of cash flow hedges                   (4,699)         337
 Actuarial loss on pension scheme valuations           13   (34,036)    (23,372)
 Deferred tax on movement in pension scheme             8     7,203        6,586
 valuations                                       
 Net losses not recognised in Income Statement              (32,960)    (16,219)
 Total recognised (loss)/income for the year                (45,951)       3,333

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

1          Basis of preparation

This consolidated preliminary financial information, which is unaudited for the year ended 31 July 2009, has been prepared in accordance with the Listing Rules of the Financial Services Authority.  It has also been prepared in accordance with the accounting policies the Group is adopting in its 2009 Annual Report and unless stated are consistent with those adopted in the consolidated financial statements for the year ended 31 July 2008. These accounting policies are based on the EU-adopted International Financial Reporting Standards (IFRSs) and International Financial Reporting Interpretations Committee (IFRIC) interpretations adopted by the Group for the year ended 31 July 2009.  

The accounting standard IAS23, Borrowing Costs was early adopted by the Group in the year. Adoption of this standard resulted in £445,000 of capitalised interest cost.

This consolidated preliminary financial information is not audited and does not constitute statutory financial statements as defined in Section 240 of the Companies Act 1985.  Comparative figures for the year ended 31 July 2008 have been extracted from the Group Report and Accounts, on which the auditors gave an unqualified opinion and did not include a statement under section 237(2) or (3) of the Companies Act 1985 (section 498 of the Companies Act 2006).  The Group Report and Accounts for the year ended 31 July 2008 have been filed with the Registrar of Companies.  

The consolidated preliminary financial information has been prepared under the historical cost convention except for the following items: land and buildings are valued at deemed cost and share based payments, cash flow hedges and retirement benefit obligations are fair valued. 

2           Segmental analysis 

Primary segment information - business segments

Analysis of results by business segment is as follows:
 2009                            Government Services  Regulated Industries   Highways        Total
                                                £000                  £000        £000       Group
                                                                                              £000
 Total revenue                               310,853               209,913     292,935     813,701
 Inter-segment revenue                       (7,052)              (28,988)    (37,111)    (73,151)
 Total external revenue                      303,801               180,925     255,824     740,550

 Underlying operating profit                  14,545                12,956      19,824      47,325

 Restructuring costs and asset               (4,740)              (28,134)           -    (32,874)
 impairment charges
 Amortisation of intangible                  (4,686)                 (512)     (2,163)     (7,361)
 assets arising from business
 combinations 
 combinations
 Impairment of goodwill and                        -              (17,141)           -    (17,141)
 intangible assets arising on
 business combinations

 Segment operating                             5,119              (32,831)      17,661    (10,051)
 profit/(loss)
 Net gain on disposal of                                                                     3,814
 freehold property
 Operating loss                                                                            (6,237)
 Interest receivable                                                                         1,565
 Finance costs                                                                             (8,834)
 Loss before tax                                                                          (13,506)
 Taxation                                                                                      515
 Loss for the year                                                                        (12,991)

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

2            Segmental analysis (continued)

Primary segment information - business segments (continued)
 2008                            Government Services  Regulated Industries  Highways          Total
                                                £000                  £000       £000         Group
                                                                                               £000
 Total revenue                               273,635               192,148      255,971     721,754
 Inter-segment revenue                       (6,563)              (23,715)     (34,733)    (65,011)
 Total external revenue                      267,072               168,433      221,238     656,743

 Underlying operating profit                  14,428                10,720       16,567      41,715

 Amortisation of intangible                 (1,876)                (1,668)      (2,107)     (5,651)
 assets arising from business
 combinations 
 combinations
 Segment operating profit                     12,552                 9,052       14,460      36,064
 Other exceptional items -                                                                  (6,799)
 Group
 Operating profit                                                                            29,265
 Interest receivable                                                                          4,756
 Finance costs                                                                              (7,708)
 Profit before tax                                                                           26,313
 Taxation                                                                                   (6,761)
 Profit for the year                                                                         19,552

Secondary segment information - geographical segments

The table below represents revenue by geographical origin (the analysis by geographical destination is not materially different to that by origin).  The analysis in the table below is based on the location of the customer, which is not materially different from the location where the order was received.

Analysis of revenue by geographical segment is as follows:
                             
                                 2009      2008
                                 £000      £000
 United Kingdom                667,466  621,271
 Middle East                    68,648   32,084
 Ireland and other overseas      4,436    3,388
 Total revenue                 740,550  656,743

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

3           Exceptional items 

                                                            
                                                                  2009      2008
                                                                  £000      £000
 Restructuring costs and asset impairment charges in the      (21,008)         -
 Middle East1                                               
 Restructuring costs and asset impairment charges in           (4,740)         -
 management consulting2                                     
 Restructuring costs and asset impairment charges in rail3    (24,267)         -
 Net profit on disposal of freehold property4                    3,814         -
 Integration and transition costs5                                   -   (5,811)
 Other costs                                                         -     (988)
 Amortisation of intangible assets arising from business       (7,361)   (5,651)
 combinations6                                              
 Total exceptional items                                      (53,562)  (12,450)

Management use underlying profit to measure and manage the financial performance of the Group on a day to day basis. Underlying profit excludes material income and charges considered to be one off or non-recurring in nature. Underlying profit also excludes the amortisation of intangible assets arising from business combinations. The Group presents these items as exceptional in a separate column in the income statement so that the underlying and statutory performance can be seen clearly.

During the second half of 2009 the Group has been impacted by a small number of significant events which have resulted in one off or non-recurring items:       

1 The economic slow down in Dubai required the Group to significantly reduce its presence in the region. As a result, the Group incurred restructuring charges of £6.0m, mainly in respect of redundancies and surplus property provisions. The Group has also recorded asset impairment charges of £15.0m to reduce the value of contract receivables to the amounts the Group believes it should be able to collect. 

2 Restructuring costs and asset impairment charges were incurred in the second half of 2009 to better align demand and supply for the Group's management consulting services in the current environment.

3 During 2009 the Group decided to substantially withdraw from the rail sector. The Group has incurred restructuring charges of £7.2m, mainly in respect of redundancies and surplus property provisions, and has impaired in full the intangible assets (mainly goodwill and customer relationships) associated with the rail business of £17.1m. 

4 The Group completed the sale of its freehold property and relocated staff and equipment prior to completion to new leasehold premises in Woking. 

5 The integration and transition costs arose as a result of the acquisition of HBS Business Services Group Limited (renamed Mouchel Business Services Limited (MBS)) and Hedra plc (renamed Mouchel Management Consulting Limited (MMCL)). The integration of MBS and MMCL has resulted in a small number of staff redundancies, the closure of a loss making business and other transition costs. 

6 In line with market practice, the Group does not consider the amortisation of intangibles assets arising from business combinations to be part of the underlying business performance and therefore treats them as exceptional costs.

The tax effect of the exceptional items above is a credit of £10,916,000 in the Income Statement.

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

4            Taxation 

a    Analysis of tax charge for the year

                                                           2009     2008 
                                                           £000     £000 
 Corporation tax for the year                            (1,414)  (5,225)
 Over/(under) provision of tax in prior years              1,125     (21)
 Current tax                                               (289)  (5,246)
                                                       
 Deferred tax credit/(charge) for the year                 1,895  (1,515)
 Deferred tax - under provision of tax in prior years    (1,091)        -
 Total deferred tax credit/(charge)                          804  (1,515)
 Tax credit/(charge) for the year                            515  (6,761)

b    Factors affecting the tax charge for the year
    
The tax charge for each year is different to the standard rate of corporation tax in the UK of 28% (2008: 29.33%1 ). The differences are explained below:

                                                                 2009      2008 
                                                                  £000      £000
 (Loss)/profit before tax                                     (13,506)    26,313
 (Loss)/profit multiplied by the standard rate of                3,782   (7,718)
 corporation tax in the UK of 28% (2008: 29.33%1)
 Effects of:
 Permanent differences                                         (2,895)     1,070
 Change in tax rate                                                  -       213
 Adjustment in respect of prior years                               34      (21)
 Losses                                                          (406)     (305)
 Tax credit/(charge) for the year                                  515   (6,761)

1 Due to the change in tax rate in the prior year, the blended rate for 2008 is 29.33%. The rate to 31 March 2008 was 30% and from 1 April 2008 the rate was 28%.

c    Tax on items credited/(charged) to equity

                                                                 2009      2008 
                                                                  £000      £000
 Movement in pension scheme valuations                           7,203     6,586
 Adjustments to estimated recoverable deferred tax assets        (359)        75
 Deferred tax on items credited to equity                        6,844     6,661
 Deferred tax on items credited/(charged) to the income            804   (1,515)
 statement                                                  
 Total deferred tax credit                                       7,648     5,146

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

5              Dividends

Amounts recognised as distributions to ordinary shareholders in the year:
                                                                    2009   2008 
                                                                     £000   £000
 Final paid in respect of the previous year 4.25p (2008: 3.45p)     4,774  3,796
 Interim paid in respect of the current year 2.25p (2008: 1.85p)    2,528  2,074
                                                                  
 Less: dividend waived by employee share ownership trusts           (118)  (104)
 Total dividends paid                                               7,184  5,766

In addition, the Directors are proposing a final dividend for the year ended 31 July 2009 of 3.85p (2008: 4.25p) per share which will absorb an estimated £4,300,000 (2008: £4,700,000) of shareholders' funds.  It will be paid on 18 December 2009 to shareholders who are on the register of members as at 23 October 2009.

6              (Loss)/ earnings per share 

                                                                             2009    2008
 Basic (loss)/earnings per share                                          (11.7)p   17.9p
 Diluted (loss)/earnings per share                                        (11.7)p   17.7p
 Adjusted earnings per share                                                26.4p   25.7p

                                                                             2009    2008
                                                                             £000    £000
 (Loss)/profit for the year                                              (12,991)  19,552
 (Loss)/ earnings for basic and diluted earnings                         (12,991)  19,552
 per share
 Adjustments:
 Other exceptional costs (net of taxation)                                 20,205   4,804
 Impairment of goodwill and intangible assets arising on business          17,141       -
 combinations (net of taxation)
 Amortisation of intangible assets arising from                             5,300   4,069
 business combinations (net of taxation)
 Earnings for adjusted earnings per share                                  29,655  28,425

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

6               (Loss)/ earnings per share (continued)

                                                                2009       2008 
                                                              Number     Number 
                                                                 000s       000s
 Weighted average number of ordinary shares                  111,156    109,418 
 Dilutive share options                                           -         620 
 Dilutive Save As You Earn schemes                                 -        233 
 Diluted weighted average number of ordinary shares          111,156    110,271 
                                                          
 Weighted average number of ordinary shares                  111,156    109,418 
 Average number of shares held by the employee share           1,709      1,953 
 trusts                                                   
 Share options (shares held in the employee share               (520)      (559)
 trusts) matured in respect of executive share option     
 schemes                                                  
 Adjusted weighted average number of ordinary shares         112,345    110,812 

Basic (loss)/earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares during the period.

Diluted (loss)/earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue on the assumption of conversion of all dilutive share options in issue and shares under Save As You Earn Schemes. The share price used to calculate diluted earnings per share is based on a weighted average price of 296.47p (31 July 2008: 428.13p). Potential ordinary shares are not treated as dilutive when their conversion would increase earnings per share or decrease loss per share from continuing operations. As the Group reported a loss for the year the effects of 493,000 anti-dilutive share options were ignored when calculating diluted earnings per share for 2009.

Adjusted earnings per share is calculated after adding back shares held by the employee share trusts to the weighted average number of shares. Earnings are adjusted to exclude amortisation of intangible assets arising from business combinations and other exceptional items (net of taxation). The Directors believe that this additional measure provides a better indicator of the underlying trends in the business.

7                Assets held for sale

In the prior year the Group agreed to sell its freehold property, and completion took place in March 2009. The sale proceeds of 

£9.5 million exceeded the carrying value. The net gain has been included within exceptional items detailed in note 3.

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

8                Deferred tax

Deferred tax assets

    
                                           Losses and  Employee benefits  Share based payments  Accelerated)capital)                                 Total)
                                           provisions               £000                  £000           allowances)   Retirement)benefit)            £000)
                                                 £000                                                          £000)          obligations)
                                                                                                                                     £000)
 At 1 August 2008                              5,638)               699)                4,158)                  294)               11,137)          21,926)
 Capital allowances in excess                      -)                 -)                    -)                 (294)                    -)            (294)
 of depreciation
 Saleof freehold property                       (982)                 -)                    -)                    -)                                  (982)
 (holdover relief)                                                                                                                      -)
 Special contributions to                          -)                 -)                    -)                    -)               (1,852)         (1,852) 
 retirement benefit schemes
 Actuarial loss on pension                         -)                 -)                    -)                    -)                7,203)           7,203)
 scheme valuations
 Losses                                        3,337)                 -)                    -)                    -)                    -)           3,337)
 Share based payments                              -)                 -)                (599))                                       )               (599) 
                                                                                                                  -)                    -)
 At 31 July 2009                               7,993)               699)                3,559)                                     16,488)          28,739)
                                                                                                                  -)

Deferred tax liabilities

    
                                    Accelerated)capital)     Intangibles)             ESOP         Freehold)            Total)
                                             allowances)            £000)             £000         property)             £000)
                                                   £000)                                               £000)
 At 1 August 2008                                      -         (14,469)            (112)             (541)          (15,122)
 Amortisation of intangible                            -            2,061                -                 -             2,061
 assets
 Impairment of intangible                              -            1,961                -                 -             1,961
 assets
 Depreciation in excess of                       (1,148)                -                -                 -           (1,148)
 capital allowances
 Saleof freehold property                              -                -                -              (77)              (77)
 At 31 July 2009                                 (1,148)         (10,447)            (112)             (618)          (12,325)

9            Borrowings

The Group has credit facilities totalling £190 million with the Royal Bank of Scotland, Lloyds TSB and Barclays. Of the £190 million, £125 million is in the form of revolving credit facilities, which reduce by £10 million in March each year, commencing March 2010, with the remaining balances of £30 million expiring on 1 August 2012, and £65 million expiring on 31 October 2012. The balance of £65 million is in the form of a term loan which also falls due for repayment on 31 October 2012.  Between 2 August 2007 and 31 July 2009 amounts totalling £153.74 million were drawn down. Also drawn against the facility are bonds and guarantees of £27.0m. 

Interest is being charged at LIBOR plus a margin on the ratio of net borrowings to earnings before interest, taxation, depreciation and amortisation. The interest margin on the £60m of the revolving credit facilities expiring in August 2012 was kept at 0.5% to 1.35%, depending on gearing. The interest margin on the balance of the facilities is 2.0% to 3.5% depending on gearing.

In addition there are two secured loans totalling £2.0 million at 31 July 2009 which are repayable in instalments until October 2011. Interest is charged at 6.84% on the first loan and 7.44% on the second loan per annum.

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

9              Borrowings (continued)

Loans are repayable as follows:
                                                                 
                                                            2009          2008
                                                            £000          £000
 Obligations due within one year                           2,153        1,165 
 Obligations due between one and two years                10,839       48,671 
 Obligations due between two and five years              142,758       87,079 
 Total loans due                                         155,750      136,915 
 Loan issue costs incurred                                (3,437)      (1,093)
 Amortisation of loan issue costs                             604         170 
 Total borrowings                                        152,917      135,992 
 Non bank borrowings and issue costs                         823       (2,252)
 Cash and cash equivalents net of bank overdrafts        (52,426)    (51,792) 
 (note 12)                                           
 Net bank borrowings                                      101,314       81,948

Loan issue costs of £3,437,000 have been capitalised and are being amortised over the life of the loan. 

The Group has entered into agreements to partially hedge against the interest rate risk on the revolving credit facility above. At 31 July 2009, the total fair value of derivatives designated as cash flow hedges was a liability of £4,362,000 (31 July 2008: asset of £337,000).

The Group has complied with its banking facility covenants during the year under review.

10    Provisions for liabilities and charges

                                        Restructuring      Insurance           Dilapidation      Onerous     Total
                                           provisions      provisions            provisions     contracts     £000
                                                 £000            £000                  £000          £000
 At 1 August 2008                                   -           3,438                 1,666         5,429   10,533
 Amounts provided for during                    5,069           2,337                 1,876         4,961   14,243
 the year
 Amounts utilised during the                        -           (435)                     -       (1,043)  (1,478)
 year
 Total provisions for                           5,069           5,340                 3,542         9,347   23,298
 liabilities and charges at 31
 July 2009
                

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

11              Cash generated from operations

                                                                                                        2009      2008
                                                                                                        £000      £000
 (Loss)/profit for the year                                                                         (12,991)    19,552
 Adjustments for:
   - Income tax                                                                                        (515)     6,761
 (credit)/expense
   - Depreciation                                                                                      8,406     7,731
   - Gross (profit)/loss on disposal of property,                                                    (5,516)       4  
 plant and equipment
   - Amortisation of intangible assets - arising from business combinations                            7,361    5,651 
                                  - software and other acquired intangibles                            4,231    4,039 
   - Impairment of goodwill and intangible assets arising from business combinations                  17,141        - 
   - Other exceptional costs                                                                          34,576    6,799 
   - Interest receivable                                                                             (1,565)   (4,756)
   - Finance costs                                                                                     8,834     7,708
 Changes in working capital 
   - Increase in trade and other receivables including unbilled revenue (before exceptional
 impairment   charges)                                                                              (32,512)  (16,915)
   - Increase in trade and                                                                             5,351     1,421
 other payables
 Cash generated from operations                                                                       32,801    37,995
 before exceptional items
 Exceptional items                                                                                   (7,585)   (6,799)
 Cash generated from operations                                                                       25,216    31,196

12              Cash and cash equivalents

                             
                                 2009    2008
                                 £000    £000
 Cash and cash equivalents     52,426  51,792

Of the above cash balances £22,874,000 is restricted by virtue of it being held within our joint ventures and captive insurance company (31 July 2008: £18,057,000).

The Group has an unsecured bank overdraft facility of up to £5,000,000 with the Royal Bank of Scotland and overseas facilities of AED 1,500,000 with HSBC and AED 1,000,000 with Standard Chartered. Within the Group's joint ventures there is also an overdraft facility of £500,000 with the Royal Bank of Scotland.

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

13            Retirement benefit obligations

The Group operates several occupational pension schemes for its employees. These schemes are a combination of defined benefit, defined contribution and third party defined benefit schemes.  

a              Schemes accounted for on a defined contribution basis 

The Legal and General GPP Scheme, Parkman Defined Contribution Scheme and the Parkman Ireland Pension Scheme (DC section) are defined contribution schemes. Upon the acquisition of HBS Business Services Group Limited (MBS) and Hedra plc, the Group became responsible for their defined contribution schemes. 

Some employees who transferred to the Group under the Transfer of Undertakings (Protection of Employment) Regulations (1981) as amended (TUPE) remain members of their previous schemes, which are pre-funded defined benefit schemes. Where, under the terms of the contracts, the defined benefit liability remains with the relevant council, the Group accounts for these schemes as defined contribution schemes. Cash contributions are recognised as pension costs and no asset or liability is shown on the balance sheet.

b              Schemes accounted for on a defined benefit basis 

The HBS Business Services Group Limited Pension Scheme (renamed Mouchel Business Services Limited Pension Scheme), the Mouchel Superannuation Fund (MSF) and the Mouchel Staff Pension Scheme (MSPS) are funded defined benefit schemes and are disclosed as Group schemes in the tables below. In addition, MBS has admitted body status in the Teesside pre-funded defined benefit scheme as employees of MBS who were previously employed by the local council remain members of the Teesside Pension Fund. The assets and liabilities of this scheme are identified under retirement benefit obligations on the balance sheet and disclosed as third party schemes below.

Movements in the present value of the defined benefit obligation are as follows:
                                                                              
                                                Group   Third party 
                                               schemes      schemes 
                                                  £000          £000     Total
                                                                          £000
 Retirement benefit obligation at 1 August    (27,762)       (6,799)  (34,561)
 2008
 Service cost                                  (6,076)       (1,658)   (7,734)
 Net interest income                               435           211       646
 Company contributions                          13,955         1,443    15,398
 Actuarial (loss)/gain                        (35,443)         1,407  (34,036)
 Retirement benefit obligation at 31 July     (54,891)       (5,396)  (60,287)
 2009

 Current liability                                 (857)        -     (857)
 Non-current liability                          (54,034)  (5,396)  (59,430)
 Total liability in the balance sheet as above  (54,891)  (5,396)  (60,287)

The amounts recognised in the income statement are as follows:
                                           
                                                 2009       2008
                                                 £000       £000
                                           
 Current service cost                          7,734      8,120 
 Interest cost                                20,559     17,419 
 Expected return on plan assets              (21,205)   (20,337)
 Total recognised in the income statement       7,088      5,202

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

13            Retirement benefit obligations (continued)

b              Schemes accounted for on a defined benefit basis (continued)

Of the amount recognised in the income statement, £767,000 (31 July 2008: £805,000) has been included in administrative expenses and £6,967,000 (31 July 2008: £7,315,000) has been included in cost of sales. The net amount of interest income of £21,205,000 (31 July 2008: £20,337,000) and interest cost of £20,559,000 (31 July 2008: £17,419,000) has been included in finance income.

Actuarial gains and losses recognised in the statement of recognised income and expense are as follows:
                                                                              
                                        Group   Third party schemes 
                                      schemes                   £000
                                          £000                           Total
                                                                          £000
 Actual return less expected          (27,430)               (8,127)  (35,557)
 return on pension scheme assets
 Effect of changes in assumptions      (8,013)                 9,534     1,521
 on the present value of scheme
 liabilities
 Deferred tax on movement in             7,596                 (393)     7,203
 scheme deficits
 Total recognised in the statement    (27,847)                 1,014  (26,833)
 of recognised income and expense

For the three principal defined benefit schemes the future liabilities for benefits are provided for by the accumulation of assets held externally to the Group in separate, trustee administered funds. The cost of these schemes is determined in accordance with the advice of independent, professionally qualified actuaries on the basis of formal actuarial valuations using the projected unit credit method. In line with normal business practice these valuations are undertaken on a triennial basis.

All schemes are closed to new entrants except for employees transferring to the Group under TUPE, where the Group is required to provide benefits which are broadly comparable to those provided under the Local Government Pension Scheme or another defined benefit scheme provided by the transferring employer.

Given the membership of the schemes, under the projected unit credit method, the current service cost would be expected to increase as the members of the scheme approach retirement.  

The date of the most recent full actuarial valuations for all of the schemes was March 2007.

The key assumptions used in valuing the retirement benefit obligation at the end of the period were:
                                                                 2009                 2008
                                                                    %                    %
 Discount rate                                                6.0/6.0              6.6/6.5
 Expected rate of increase in                                 3.0/3.3              5.6/5.3
 pensionable salaries
 Expected rate of increase in                                 3.2/3.3              3.6/3.8
 pensions in payment
 Expected rate of price                                       3.3/3.3              3.6/3.8
 inflation
 Note: data for Group schemes is
 given first, followed by data
 for third party schemes

                                                                 2009                 2008
                                                                Years                Years
 Life expectancy at age 65:
 Current pensioners: male                                   87.0/87.0            87.0/87.0
   female                                                   89.9/89.9            89.8/89.8
 Future pensioners: male                                    88.1/88.1            88.1/88.1
   female                                                   90.9/90.9            90.9/90.9
  Note: data for Group schemes is given first,          
 followed by data for third party schemes               

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

13            Retirement benefit obligations (continued)

b              Schemes accounted for on a defined benefit basis (continued)

The expected return for the scheme assets in the forthcoming year is as follows:
                                                                     
                                                                             %
 Equities                                                              8.8/8.8
 Bonds, gilts and cash                                                 4.9/3.0
 Property                                                              6.8/6.8
 Note: data for Group schemes is given first, followed by data       
 for third party schemes                                             

      

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

14        Consolidated statement of changes in equity    

                                     Share      Share       Other        Retained      Total
                                   capital    premium    reserves        earnings      £000 
                                      £000       £000        £000            £000 
 Balance at 1 August 2007              274     26,464       12,845          70,725   110,308

 Loss on sale of own shares              -          -            -           (284)     (284)
 held in employee share trusts
 Tax relief on shares issued to          -          -            -             196       196
 employees
 Actuarial loss on pension               -          -            -        (23,372)  (23,372)
 scheme valuations
 Deferred tax on pension scheme          -          -            -           6,586     6,586
 valuations
 Changes in fair value of cash           -          -          337               -       337
 flow hedges
 Currency translation                    -          -          318               -       318
 differences
 Net income/(expense)                    -          -          655        (16,874)  (16,219)
 recognised directly in equity
 Profit for the year                     -          -            -          19,552    19,552
 Total recognised income and             -          -          655           2,678     3,333
 expense 
 Employee share option schemes:
 - proceeds from shares issued           -        716            -               -       716
 - sale of own shares by                 -          -          593               -       593
 employee share trusts
 Share based payments                    -          -            -           1,415     1,415
 Equity consideration issued             5          -        8,286               -     8,291
 Dividends                               -          -            -         (5,766)   (5,766)
 Balance at 31 July 2008               279     27,180       22,379          69,052   118,890

 Balance at 1 August 2008              279     27,180       22,379          69,052   118,890

 Loss on sale of own shares              -          -            -            (78)      (78)
 held in employee share trusts
 Actuarial loss on pension               -          -            -        (34,036)  (34,036)
 scheme valuations
 Deferred tax on pension scheme          -          -            -           7,203     7,203
 valuations
 Changes in fair value of cash           -          -      (4,699)               -   (4,699)
 flow hedges
 Currency translation                    -          -      (1,350)               -   (1,350)
 differences
 Net expense recognised                  -          -      (6,049)        (26,911)  (32,960)
 directly in equity
 Loss for the year                       -          -            -        (12,991)  (12,991)
 Total recognised income and             -          -      (6,049)        (39,902)  (45,951)
 expense 
 Employee share option schemes:
 - proceeds from shares issued           1        673            -               -       674
 - sale of own shares by                 -          -           96               -        96
 employee share trusts
 Share based payments                    -          -            -             686       686
 Release of revaluation reserve          -          -      (3,212)           3,212         -
 on sale of property
 Dividends                               -          -            -         (7,184)   (7,184)
 Balance at 31 July 2009               280     27,853       13,214          25,864    67,211
    

Notes to the preliminary financial statements (unaudited)

For the year ended 31 July 2009

15          Contingent liabilities

Contingent liabilities at 31 July 2009 in respect of guarantees and indemnities in the normal course of business totalled £26,997,000 (31 July 2008: £24,080,000).

In addition, bank overdrafts of subsidiaries were guaranteed up to £5,907,000 (31 July 2008: £5,709,000); the amount overdrawn at that time being £nil (31 July 2008: £nil). 

The Company and several of its subsidiaries are, from time to time, parties to legal proceedings and claims which arise in the ordinary course of business. Provisions are maintained by the Group having regard to the size and nature of the claims and the Group's best estimate of the likely settlement. The Directors do not believe that the outcome of these proceedings, actions and claims, either individually or in aggregate, will have a materially adverse affect upon the Group's financial position.   

16          Post balance sheet events

The Directors are proposing a final dividend post year end, details of which can be found in note 5. 

17    Related party transactions

The following transactions were undertaken with the joint venture entities to which the Group is party:
                                               
                                                   2009    2008
                                                   £000    £000
 Sales to joint ventures                         16,778  15,708
 Purchases from joint ventures                      222   1,863
 Net amount due to the Group at the year end      8,468   7,502

Loans to related parties:
                                  
                                        2009      2008
                                        £000      £000
 Balance at 1 August                   1,144     1,479
 Loans advanced during the year        2,846     3,580
 Loan repayments received            (2,991)   (3,926)
 Interest charged on loans                 4        11
 Balance at the end of the year        1,003     1,144

The loans to related parties are to joint venture companies.

The Group made contributions (including deficit funding) of £15,398,000 to the defined benefit pension schemes during the year (31 July 2008: £25,452,000).

Compensation paid to key management of the Group was £2,310,000 for the year (31 July 2008: £2,197,000).

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

RNS Number : 9811Z Mouchel Group plc 30 September 2009

Financial Services Authority

TR-1:NOTIFICATION OF MAJOR INTEREST IN SHARES
1. Identity of the issuer or the underlying issuer Mouchel Group Plc

of existing shares to which voting rights are attached:

2. Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights Yes

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached.

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights Other (please specify):

3. Full name of person(s) subject to the Legal & General Group Plc (L&G)

notification obligation: 4. Full name of shareholder(s)
(if different from 3.): Legal & General Assurance (Pensions Management) Limited

Legal & General Assurance Society Limited (LGAS & LGPL)
25 September 2009

5. Date of the transaction and date on which the threshold is crossed or reached:

6. Date on which issuer notified: 29 September 2009
7. Threshold(s) that is/are crossed or From 5% - 6% (L&G)

reached:

8. Notified details:

A: Voting rights attached to shares
Class/type of Situation previous Resulting situation after the triggering transaction
shares to the triggering
transaction

if possible using the ISIN CODE
Number Number Number of voting % of voting rights
of of Number rights
Shares Voting of shares
Rights
Direct Indirect Direct Indirect
ORD 5,689,455 5,689,455 7,732,911 7,732,911 6.88

GBP 0.0025

B: Qualifying Financial Instruments Resulting situation after the triggering transaction
Number of voting
Type of financial Expiration Exercise/ rights that may be % of voting
instrument date Conversion Period acquired if the rights
instrument is
exercised/ converted.

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments Resulting situation after the triggering transaction

Type of financial Exercise price Expiration date Exercise/ Number of voting rights instrument refers to % of voting rights
instrument Conversion period
Nominal Delta

Total (A+B+C)
Number of voting rights Percentage of voting rights
6.88
7,732,911

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: Legal & General Group Plc (Direct and Indirect) (Group) (9,890,885 - 8.80% = Total Position) Legal & General Investment Management (Holdings) Limited (LGIMH) (Direct and Indirect) (9,890,885 - 8.80% = Total Position) Legal & General Investment Management Limited (Indirect) (LGIM) (9,890,885 - 8.80% = Total Position) Legal & General Group Plc (Direct) (L&G) (7,732,911 - 6.88 % = LGAS, LGPL
& PMC)
Legal & General Investment Legal & General Insurance Holdings Limited
Management (Holdings) Limited (Direct) (LGIH) (3,386,787 - 3.01 % = LGAS

(Direct) (LGIMHD) (4,346,124 - & LGPL) 3.86% = PMC)
Legal & General Assurance Legal & General Assurance Society Limited
(Pensions Management) Limited (LGAS & LGPL) (3,386,787 - 3.01 % = LGAS &
(PMC) (4,346,124 - 3.86% = LGPL)

Legal & General Pensions Limited (Direct)

Proxy Voting:
10. Name of the proxy holder:

11. Number of voting rights proxy holder will cease

to hold:

12. Date on which proxy holder will cease to hold

voting rights:

13. Additional information:
Notification using the total voting rights figure of 112,369,719
14. Contact name:
Helen Lewis (LGIM)
15. Contact telephone number:

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

HOLBSGDCGBXGGCG

RNS Number : 7686Z Mouchel Group plc 30 September 2009

Mouchel Group plc

Total Voting Rights

In accordance with Disclosure and Transparency Rule 5.6.1, the issued share capital of Mouchel Group plc as at 30 September 2009 comprises 112,369,719 ordinary shares of 0.25p each.

The voting rights of all of these shares are identical. The total number of voting rights in Mouchel Group plc is therefore 112,369,719.

The above figure 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, Mouchel Group plc under the FSA's Disclosure and Transparency Rules.

END.

---------------------------------------------------------------

Name of Contact for this Regulatory Announcement

Kelly Lee

Deputy Company Secretary

Mouchel Group plc

Telephone: 01483 731000

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

TVRILFSFASITFIA

RNS Number : 6401Z Mouchel Group plc 24 September 2009

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuer of Mouchel Group plc

existing shares to which voting rights are attached:

2 Reason for the notification (please tick the appropriate box or boxes):
X

An acquisition or disposal of voting rights An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to Lloyds Banking Group plc

the notification obligation:

4. Full name of shareholder(s) (if See Section 9.

different from 3.):

5. Date of the transaction and date on 22 September 2009

which the threshold is crossed or reached:

6. Date on which issuer notified: 24 September 2009

7. Threshold(s) that is/are crossed or Direct/Indirect decrease to below
reached: 6%

8. Notified details: A: Voting rights attached to shares

Class/type of Situation previous Resulting situation after the triggering transaction
shares to the triggering
transaction

if possible using the ISIN CODE
Number Number Number Number of voting % of voting rights
of of of shares rights
Shares Voting
Rights
Direct Direct Indirect Direct Indirect
Ord 0.25p Shares 6,802,696 6,802,696 190,444 190,444 6,498,633 0.169% 5.783%

B: Qualifying Financial Instruments Resulting situation after the triggering transaction

Type of financial Expiration Exercise/ Number of voting % of voting
instrument date Conversion rights that may be rights
Period acquired if the
instrument is
exercised/
converted.

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments Resulting situation after the triggering transaction

Type of financial Exercise Expiration Exercise/ Number of voting % of voting rights
instrument price date Conversion rights instrument
period refers to
Nominal Delta

Total (A+B+C)

Number of voting rights Percentage of voting rights
6,689,077 5.953%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: 5,928,857 Shares (5.276%) are held by State Street Nominees Ltd. Shares are under the control of Scottish Widows Investment Partnership Ltd, a wholly owned subsidiary of Scottish Widows Group Ltd, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Indirect Interests).

Proxy Voting:

10. Name of the proxy holder: N/A
11. Number of voting rights proxy holder will cease to hold: N/A

12. Date on which proxy holder will cease to hold voting rights: N/A

13. Additional information: Notification using the Total Voting Rights
figure of 112,369,719
14. Contact name: Kenny Melville

15. Contact telephone number: 0131 243 8671

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

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RNS Number : 7951Y Mouchel Group plc 09 September 2009

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuer Mouchel Group plc

of existing shares to which voting rights are attached: 2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights X

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments An event changing the breakdown of voting rights Other (please specify):
3. Full name of person(s) subject to the Prudential plc group of companies

notification obligation:
4. Full name of shareholder(s) See attached schedule

(if different from 3.):
5. Date of the transaction and date on 08 September 2009

which the threshold is crossed or reached: v
6. Date on which issuer notified: 09 September 2009
7. Threshold(s) that is/are crossed or 10% to 11%

reached: 8. Notified details: A: Voting rights attached to shares
Class/type of Situation previous Resulting situation after the triggering transaction
shares to the triggering
transaction

if possible using the ISIN CODE
Number Number Number Number of voting % of voting rights x
of of of shares rights
Shares Voting
Rights
Direct Direct Indirect Direct Indirect
GB0031696858 11,977,980 11,977,980 12,766,134 12,766,134 11.36%

B: Qualifying Financial Instruments Resulting situation after the triggering transaction
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date Conversion Period rights that may be rights
acquired if the
instrument is
exercised/ converted.

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments Resulting situation after the triggering transaction
Type of financial Exercise price Expiration date Exercise/ Number of voting rights instrument refers to % of voting rights
instrument Conversion period
Nominal Delta

Total (A+B+C)
Number of voting rights Percentage of voting rights
12,766,134 11.36%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:

Prudential plc (parent Company) M&G Group Limited (wholly owned subsidiary of Prudential plc) M&G Limited (wholly owned subsidiary of M&G Group Limited) M&G Investment Management Limited (wholly owned subsidiary of M&G Limited) The Prudential Assurance Company Limited (wholly owned subsidiary of Prudential plc)

Proxy Voting:
10. Name of the proxy holder: N/A
11. Number of voting rights proxy holder will cease N/A

to hold:
12. Date on which proxy holder will cease to hold N/A

voting rights:

13. Additional information:
Calculations based on a Total Voting Rights figure of 112,369,719.
14. Contact name: Dipesh Varsani / Mark Thomas
M&G Investment Management Limited
15. Contact telephone number: 020 7548 3261 / 020 7548 3266

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

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RNS Number : 2178Y Mouchel Group plc 28 August 2009

Mouchel Group plc

Total Voting Rights

In accordance with Disclosure and Transparency Rule 5.6.1, the issued share capital of Mouchel Group plc as at 28 August 2009 comprises 112,369,719 ordinary shares of 0.25p each.

The voting rights of all of these shares are identical. The total number of voting rights in Mouchel Group plc is therefore 112,369,719.

The above figure 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, Mouchel Group plc under the FSA's Disclosure and Transparency Rules.

END.

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Name of Contact for this Regulatory Announcement

Kelly Lee

Deputy Company Secretary

Mouchel Group plc

Telephone: 01483 731000

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

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