RNS Number:7718K
Inveresk PLC
07 May 2003


                                  INVERESK PLC


         Preliminary Results for 13 months period to 31st December 2002


Inveresk announces the completion of its restructuring and refinancing following
a period of weakness in 2002 during which its banking covenants were breached
and its loss making business and certain assets at Caldwells mill were sold to
Klippan AB of Sweden. The continuing niche speciality mills at Carrongrove in
Scotland and St Cuthberts in Somerset have entered 2003 with a clean slate both
being profitable and highly cash generative.


Highlights


>     Operating mill profit from continuing mill businesses was #3.1M against
#1.2M in 2001.


>      Restructuring and refinancing completed with exceptional costs before
goodwill write off of #17.8M.


>      Losses eliminated by closure of Kilbagie and Westfield mills and the sale
of the business and certain assets at Caldwells mill.


>      Post year end:-


(i)   New medium to long-term bank facilities introduced by Bank of Scotland.


(ii)  New equity of #9M (before expenses) raised from existing shareholders and
15 new institutional investors.


(iii) Balance sheet revitalised through new equity with enhancement of
shareholders funds.


>      Entered 2003 with a clean slate. Continuing mill businesses at
Carrongrove and St Cuthberts profitable and highly cash generative.


Alan Walker, Chief Executive Officer said


"We are pleased to have put this difficult period of restructuring and
refinancing behind us with its attendant exceptional costs including
redundancies and impairment write downs. The Company is now fully focused on its
niche operations at Carrongrove and St Cuthberts both of which are profitable
and highly cash generative. The support the Company has received from customers,
suppliers and our workforce since 1st November 2002 is a testament to the
progress we have been making over the past few months. Following the success of
our fund raising and rebanking we have recovered our credibility and can now
view the future with considerable optimism. I expect the results for 2003 to
reflect the benefit of this recovery."


For further information contact:-

Alan Walker          Chief Executive Officer                      020 7240 1234
Gordon Thomson       Finance Director                              01324 827200
Jan Bernander        Non Executive Chairman                 (00 46) 708 556 400


CHAIRMAN'S STATEMENT


On 16th August 2002 the Company announced that it had breached the covenants
imposed by the Royal Bank of Scotland which had been put in place only three
months earlier. It became evident that the consolidation of the graphic paper
activities at Caldwells' following the closure of the Kilbagie Mill and the
costs of closure at the Westfield Mill would require a fundamental
reconstruction of the Company both operationally and financially if insolvency
was to be avoided.


In association with our largest shareholder, Klippan AB ("Klippan") of Sweden
for whom I also act as Non-Executive Chairman, a transaction was entered into on
30th October 2002 whereby the business and certain assets at Caldwells were sold
to Klippan for a nominal sum plus the value of inventories. This transaction
eliminated losses and together with senior management changes and the invaluable
support of the Company's customers and principal suppliers, has allowed the
Company to avoid insolvency whilst at the same time embarking upon a "fast
track" journey to reach stabilisation. This was followed by complete financial
rehabilitation through the implementation of a recovery plan designed to restore
the corporate health of the Company and create a platform for sustainable,
profitable growth in the future. The main features of the plan which was fully
implemented and delivered by 30th April 2003 can be described as follows:-


* Arrangements with major world wide suppliers to provide a standstill
agreement to permit recapitalisation and refinancing of the Company before the
restoration of normal credit terms with each supplier.


* Replacement of the Royal Bank of Scotland's inflexible and inappropriate
facility arrangements with those offered by Bank of Scotland designed to meet
the needs of the Company going forward.


* Closure of the Company's head office in Scotland deemed no longer
required together with the decentralisation of certain administrative functions
to the individual mills at Carrongrove and St Cuthberts.


* The appointment of Alan Walker as Chief Executive Officer. Mr Walker has
extensive international experience in a multi national environment and has first
hand practical experience of restructuring and refinancing companies.


* The appointment as Finance Director of Gordon Thomson who has experience
of business turnarounds and who has imposed tight financial disciplines
throughout the organisation.


* The introduction of new equity via an emergency placing of shares on
20th January 2003 amounting to #2M (20,000,000 shares at 10p per share) in
addition to unsecured loans of #2.2M (subject to conversion rights at 10p per
share). At the same time, the Company moved from the main market of the London
Stock Exchange to the Alternative Investment Market ("AIM").


* The successful Open Offer and Placing announced on 4th April 2003 of
47,983,689 New Ordinary Shares at 10p per share which raised #4.8M (before
expenses). In all new equity of #8.5M (#9M before expenses) has been raised and
this together with the new #19.8M banking facility made available by Bank of
Scotland in term loan and working capital facilities provides the Company with
the financial base from which to meet its past and future obligations and drive
forward its continuing profitable businesses.


* The sale of surplus land and buildings at the Westfield site in
Bathgate.


* The development of a strategic plan for each of the continuing mills at
Carrongrove and St Cuthberts to meet their maintenance and capital expenditure
requirements so as to improve productivity and to further develop and enhance
the product lines and brands on which the foundations of the new Inveresk
product portfolio will be based.



Results


Against a background of economic uncertainty and despite the improved
performance of the continuing mill business the results for the 13 months ended
on 31st December 2002 are disappointing. Overall turnover declined to #81.9M
(2001 #106.4M) with operating losses of #3.7M compared to profits of #1.9M in
2001. It is the quality of the earnings from the continuing business on which
the future of the Company will be founded. The activities of the Company now
solely comprise the mills included under the heading of continuing mill business
at Carrongrove and St Cuthberts and offer significant potential for 2003 and
beyond now that the debilitating losses from Kilbagie, Westfield and Caldwells
have been eliminated.


A principal feature of the results is the high level of exceptional costs before
goodwill write offs at #17.8M, details of which appear at note 2. To this we are
obliged to add #11.5M for goodwill previously written off directly through
reserves in 1995 at the time of the acquisition of Kilbagie but which has no
effect on shareholders' funds. These one-off exceptional costs have been
incurred in order to eliminate the unprofitable activities of the Company and
provide the basis from which the Company can grow through its profitable mills
at Carrongrove and St Cuthberts which are seen as niche activities offering
greater levels of value added in international markets.


The Company has no liability to taxation and by complying with FRS19 has access
to carry forward losses in excess of #20M and will not pay corporation tax for
the foreseeable future.


Losses per share have increased to 56.3p from 8.9p in 2001.



Dividend


The Board is unable to recommend the payment of a final dividend for the 13
months ended on 31st December 2002.



Highlights


* The Company has now completed its restructuring plan following
the closure of its Kilbagie and Westfield mills in the first half of the year
and the sale of the business and certain assets at Caldwells' mill to Klippan AB
of Sweden on 30th October 2002.


* The Company has replaced the Royal Bank of Scotland with Bank of
Scotland with facilities designed to provide greater flexibility for the
continuing businesses going forward. This involves an 8-year term loan facility
of #8M and other working capital facilities amounting to #11.8M.


* All losses have been eliminated pursuant to the sale of the
Caldwells' business to Klippan. The continuing mill businesses at Carrongrove in
Scotland and St Cuthberts in Somerset are both profitable and cash generative.


* The Company's balance sheet has been significantly strengthened
through the introduction of new equity via two Placings and an Open Offer to
existing shareholders and new institutional investors. The issue was
oversubscribed to a level of 101.4% of the shares on offer and has helped to
restore the shareholders' funds from 30th April 2003. A pro forma balance sheet
is provided at note 10 to show the effect of this capital injection.


* Net debt reduced to #14.7M compared with #20.2M at the interim
stage and #18.9M at the end of November 2001, reflecting the reduced level of
working capital required following the mill closures and the divestment of the
Caldwells' trade.


* The completion of the restructuring and refinancing has allowed
the Company to enter 2003 with a clean slate. Order books remain strong with
trading ahead of expectations for the first quarter of the new trading year.


* The Head office of the Company in Scotland was closed at the end
of 2002 following the elimination of central costs or their decentralisation
into the continuing businesses at Carrongrove and St Cuthberts.


* The Board of Directors remains confident about the prospects for
both Carrongrove and St Cuthberts as well as for the Company as a whole.


* The Company had announced its intention to make application to
the Court of Session in Edinburgh for a Reduction of Capital. This was resolved
at the Company's annual general meeting held on 7th March 2002 and subsequently
reaffirmed at the Company's extraordinary general meeting held on 30th April
2003 whereby the amount standing to the credit of the share premium account
(approximately #22.0M) following the Placing and Open Offer will be cancelled
and used to reduce the deficit on the Company's profit and loss account
reserves. This capital reduction requires the sanction of the Court and is
designed to assist the Company in the payment of dividends to shareholders when
the Company's distributable reserves so permit.


* A review of all assets and liabilities of the Company by your
new Board of Directors has resulted in the revaluation of the Company's
portfolio of land and buildings. The surplus has been credited to reserves. The
Company has also adopted the latest accounting standards in respect of pensions
(FRS17) and deferred taxation (FRS19).



Future Strategy and Outlook


Both Carrongrove and St Cuthberts mills continue to maximise capacity
utilisation through enhanced maintenance programmes and improved productivity.
Management focus is now directed both at production efficiency and the needs of
our customers in an increasingly competitive international marketplace.


The Company will continue to drive down fixed costs and maintain low overheads
and strict working capital control. Product innovation will play an increasing
role in guiding the Company into higher margin products where value added is
justified through our technical skill base and proven expertise in specialised
sectors of the market. Opportunities for new product development both for
existing and new markets are being pursued both in the United Kingdom and
abroad.


Order books remain healthy at both mills with Carrongrove's significantly ahead
of this time last year.


With the restructuring complete and two profitable and highly cash generative
mills operating in niche markets, your Company is able to look to the future
with confidence. The balance sheet has been strengthened both by new equity and
bank funding of a more flexible and structured nature. The elimination of the
loss making mills where the Company had no prospect of specialisation through
product differentiation and/or market leadership will allow management to focus
on its customers, their product requirements and levels of service.


We intend to keep an open dialogue with all our shareholders including the
institutions who have recently participated in the Placing and Open Offer as
well as our customers and suppliers who have supported us so loyally during our
hour of need.


Finally, I would like to thank our management and staff for their dedication to
the demands made of them during the period of restructuring and refinancing
without whose enthusiasm and loyalty we would have been unable to survive the
rigours of the highly competitive paper industry which is destined to
consolidate further over the course of the next few years. Inveresk is today a
new company with profitable mills both of which are highly cash generative. The
introduction of new senior management, new institutional shareholders and
experienced industry bankers has combined to give your Company a positive start
in 2003. This will be used as a platform for future success and the creation of
shareholder value.



Jan Bernander


7th May 2003





CONSOLIDATED PROFIT AND LOSS ACCOUNT

for the 13 months ended 31 December 2002

                                                13 months ended 31 December 2002
               Continuing Mill    Unallocated         Total  Discontinued    Total
                    Business    Head Office      Continuing  Activities
                                               Activities
                                      Costs

                       #'000          #'000         #'000         #'000      #'000
                      --------       --------      --------      --------   --------

Turnover              44,682              -        44,682        37,257     81,939

Cost of              (35,070)          (865)      (35,935)      (37,172)   (73,107)
sales                 --------       --------      --------      --------   --------
Gross profit/          9,612           (865)        8,747            85      8,832
(loss)

Distribution          (3,532)             -        (3,532)       (3,655)    (7,187)
costs
Administrative        (2,978)          (570)       (3,548)       (1,909)    (5,457)
expenses
                      --------       --------      --------      --------   --------
Group                  3,102         (1,435)        1,667        (5,479)    (3,812)
operating
profit/(loss)

Share of                   -              -             -            72         72
operating
profit in
associate
                      --------       --------      --------      --------   --------
Total                  3,102         (1,435)        1,667        (5,407)    (3,740)
operating
profit/(loss)


Fundamental              (71)        (3,593)       (3,664)       (2,010)    (5,674)
reorganisation
costs
Loss on sale               -              -             -       (12,929)   (12,929)
and
termination of
businesses
Attributable               -              -             -       (11,536)   (11,536)
goodwill
written off to
reserves
Profit on sale             -              -             -           803        803
of associate
                      --------       --------      --------      --------   --------
Profit/(loss)          3,031         (5,028)       (1,997)      (31,079)   (33,076)
before
interest

Net interest                                                                (1,371)
payable -
Group
Share of                                                                       (11)
associate's
interest
Other finance                                                                  152
income
                      --------       --------      --------      --------   --------
Loss on                                                                    (34,306)
ordinary
activities
before
taxation

Taxation on                                                                  5,118
loss on
ordinary
activities
                      --------       --------      --------      --------   --------
Loss for the                                                               (29,188)
financial
period

Dividends                                                                        -
                      --------       --------      --------      --------   --------
Retained loss                                                              (29,188)
for the
financial
period
                      --------       --------      --------      --------   --------




CONSOLIDATED PROFIT AND LOSS ACCOUNT

for the 13 months ended 31 December 2002

                                                  12 months ended 1 December 2001
               Continuing Mill    Unallocated         Total  Discontinued       Total
                    Business    Head Office      Continuing  Activities
                                               Activities
                                      Costs
                  (restated)     (restated)    (restated)    (restated)    (restated)
                       #'000          #'000         #'000         #'000         #'000
                      --------       --------      --------      --------      --------

Turnover              40,255              -        40,255        66,188       106,443

Cost of              (32,409)           555       (31,854)      (57,779)      (89,633)
sales                 --------       --------      --------      --------      --------
Gross profit/          7,846            555         8,401         8,409        16,810
(loss)

Distribution          (3,051)           (41)       (3,092)       (5,241)       (8,333)
costs
Administrative        (3,578)          (500)       (4,078)       (2,561)       (6,639)
expenses
                      --------       --------      --------      --------      --------
Group                  1,217             14         1,231           607         1,838
operating
profit/(loss)

Share of                   -              -             -           108           108
operating
profit in
associate
                      --------       --------      --------      --------      --------
Total                  1,217             14         1,231           715         1,946
operating
profit/(loss)


Fundamental           (1,701)             -        (1,701)       (5,074)       (6,775)
reorganisation
costs
Loss on sale               -              -             -             -             -
and
termination of
businesses
Attributable               -              -             -             -             -
goodwill
written off to
reserves
Profit on sale             -              -             -             -             -
of associate
                      --------       --------      --------      --------      --------
Profit/(loss)           (484)            14          (470)       (4,359)       (4,829)
before
interest

Net interest                                                                   (1,628)
payable -
Group
Share of                                                                          (42)
associate's
interest
Other finance                                                                     717
income
                      --------       --------      --------      --------      --------
Loss on                                                                        (5,782)
ordinary
activities
before
taxation

Taxation on                                                                     1,247
loss on
ordinary
activities
                      --------       --------      --------      --------      --------
Loss for the                                                                   (4,535)
financial
period

Dividends                                                                           -
                      --------       --------      --------      --------      --------
Retained loss                                                                  (4,535)
for the
financial
period
                      --------       --------      --------      --------      --------

CONSOLIDATED BALANCE SHEET

At 31 December 2002

                                                            2002          2001
                                                                    (restated)
                                                           #'000         #'000
                                                        ----------    ----------

Fixed assets
Tangible assets                                           28,470        26,663
Investments                                                  300           300
                                                        ----------    ----------
                                                          28,770        26,963
                                                        ----------    ----------

Current assets
Stocks                                                     3,597        10,897
Debtors                                                   11,599        19,842
Debtors - deferred taxation                                3,750             -
Cash at bank and in hand                                     329            51
                                                        ----------    ----------
                                                          19,275        30,790
                                                        ----------    ----------

Creditors: amounts falling due within one year
Bank overdrafts and short term debt                      (15,040)      (10,977)
Other creditors                                          (20,834)      (19,411)
                                                        ----------    ----------
                                                         (35,874)      (30,388)
                                                        ----------    ----------

Net current (liabilities)/assets                         (16,599)          402
                                                        ----------    ----------

Total assets less current liabilities                     12,171        27,365

Creditors: amounts falling due after more than one             -        (8,006)
year
Provisions for liabilities and charges                    (4,916)       (5,067)
                                                        ----------    ----------
Net assets excluding pension assets/(liabilities)          7,255        14,292
                                                        ----------    ----------

Pension assets/(liabilities)
Defined benefit schemes with net assets                        -         3,360
Defined benefit schemes with net liabilities              (3,615)       (4,546)
                                                        ----------    ----------

Net assets including pension assets/(liabilities)          3,640        13,106
                                                        ----------    ----------

Capital and reserves
Called up share capital                                    5,382         5,382
Share premium account                                     14,426        14,426
Revaluation reserve                                       11,549             -
Capital redemption reserve                                   173           173
Profit and loss account                                  (27,890)       (6,875)
                                                        ----------    ----------

Total equity shareholders' funds                           3,640        13,106
                                                        ----------    ----------




CONSOLIDATED CASH FLOW STATEMENT

for the 13 months ended 31 December 2002

                                                 13 months ended 12 months ended

                                                   31 December      1 December
                                                          2002            2001
                                                                    (restated)
                                                         #'000           #'000
                                                      ----------      ----------

Net cash inflow from operating activities                2,343           3,666

Returns on investment and servicing of finance          (1,553)         (1,233)

Taxation                                                     -             283

Capital expenditure and financial investment            (1,854)         (1,384)

Acquisitions and disposals                               5,285               -

                                                      ----------      ----------
Net cash inflow before financing                         4,221           1,332

Financing                                               (2,302)            381

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

Increase in cash in the period                           1,919           1,713
                                                      ----------      ----------

Reconciliation of net cash flow to movement in
net debt

Increase in cash in the period                           1,919           1,713
Cash outflow from debt and lease financing               2,302              69
                                                      ----------      ----------
Change in net debt resulting from cash flows             4,221           1,782

Translation differences                                      -              (1)

                                                      ----------      ----------
Movement in net debt in the period                       4,221           1,781

Net debt at beginning of the period                    (18,932)        (20,713)
                                                      ----------      ----------

Net debt at end of the period                          (14,711)        (18,932)
                                                      ----------      ----------




Note 1

The financial information set out in this announcement does not constitute the
Group's statutory accounts for either the 13 months ended 31 December 2002 or
the 12 months ended 1 December 2001 but is derived from those accounts.
Statutory accounts for 2001 have been delivered to the registrar of companies,
whereas those for 2002 will be delivered shortly. The auditors have reported on
those accounts; their reports were unqualified and did not contain a statement
under section 237(2) or (3) of the Companies Act 1985.



Note 2

EXCEPTIONAL ITEMS


Exceptional charges/(credits) included within the loss on ordinary activities
before taxation are analysed as follows:

                                                 13 months ended 12 months ended

                                                 31 December        1 December

                                                          2002            2001
                                                         #'000           #'000
                                                      ----------      ----------
Included within operating profit/(loss)
Reversal of past impairments                                 -          (1,216)
Refinancing and Board restructuring costs                    -             922
                                                      ----------      ----------

                                                             -            (294)
                                                      ----------      ----------

Fundamental reorganisation costs
Fixed asset writedowns                                   1,456           3,496
Restructuring costs                                      4,218           3,791
Release of government grants                                 -            (512)
                                                      ----------      ----------

                                                         5,674           6,775
                                                      ----------      ----------

Loss on sale and termination of businesses
Loss on termination of labels business                   8,618               -
Loss on sale of Graphics business                        2,616               -
Loss on sale of Kilbagie Mill                            1,695               -
                                                      ----------      ----------

                                                        12,929               -
Attributable goodwill written off to reserves           11,536               -
                                                      ----------      ----------

                                                        24,465               -
                                                      ----------      ----------

Profit on sale of associate                               (803)              -
                                                      ----------      ----------

Total exceptional charges                               29,336           6,481
                                                      ----------      ----------


The fundamental reorganisation costs arose from the restructuring of the
graphics business before the decision was taken to sell the business and the
restructuring of the Group's Head Office function.





Note 3

EARNINGS / (LOSS) PER SHARE

                 13 months ended 12 months ended 13 months ended 12 months ended

                   31 December      1 December     31 December      1 December
                          2002            2001            2002            2001
                                    (restated)                      (restated)
                 Earnings/(loss) Earnings/(loss) Earnings/(loss) Earnings/(loss)

                          #000            #000   pence per share pence per share
                      ----------      ----------
                                                      ----------      ----------

Basic                  (29,188)         (4,535)          (56.3)           (8.9)
Adjusted for:
Exceptional             29,336           6,481            56.6            12.7
costs
Tax relief on           (2,100)         (1,380)           (4.1)           (2.7)
exceptional
costs
                      ----------      ----------      ----------      ----------
Adjusted basic          (1,952)            566            (3.8)            1.1
                      ----------      ----------      ----------      ----------
Diluted                (29,188)         (4,535)          (56.3)           (8.9)
                      ----------      ----------      ----------      ----------


The adjusted figures are shown to provide shareholders with additional
information on operations before exceptional items.


Earnings per share are calculated for the issued shares excluding those held by
the Inveresk Employee Share Option Plan in accordance with UITF 13.

The weighted average number of shares used in    13 months ended 12 months ended
each calculation is as follows:
                                                     31 December 1 December 2001
                                                          2002
                                                       Number of       Number of
                                                        shares          shares
                                                        (000s)          (000s)

For basic, diluted and adjusted earnings per            51,821          51,032
share


Note 4

PROVISIONS FOR LIABILITIES AND CHARGES

                              Onerous                                Deferred
             Restructuring      Lease    Environmental    Pension         tax     Total
                     #'000      #'000            #'000      #'000       #'000     #'000
                   ---------    -------        ---------   --------    --------   -------

Group and
Company
At 1                 2,954        202              140        777           -     4,073
December
2001 as
originally
stated

Prior year               -          -                -       (777)          -      (777)
adjustment
- adoption
of FRS17
Prior year               -          -                -          -       1,771     1,771
adjustment         ---------    -------        ---------   --------    --------   -------
- adoption
of FRS19

At 1                 2,954        202              140          -       1,771     5,067
December
2001 -
restated

Profit and          10,831          -                -          -      (5,521)    5,310
loss charge
/(credit)
Costs               (9,190)        (6)               -          -           -    (9,196)
incurred in
year
Amounts                (15)         -                -          -           -       (15)
released
unused
Transferred              -          -                -          -       3,750     3,750
to                 ---------    -------        ---------   --------    --------   -------
debtors

At 31                4,580        196              140          -           -     4,916
December           ---------    -------        ---------   --------    --------   -------
2002


The restructuring provision comprises fundamental reorganisation costs incurred
in respect of the restructuring of the Group's operations including the closure
of the labels business, sale of the Kilbagie site and de-inking plant and sale
of the graphic papers business at Caldwells mill.


Full utilisation is expected within the next financial year. The onerous lease
provision will be utilised over the period to the end of the lease in 2013. The
environmental provision is expected to be utilised within the next two years.


Note 5

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

for the 13 months ended 31 December 2002

                                                                          2001
                                                            2002    (restated)
                                                           #'000         #'000
                                                        ----------    ----------

Loss for the financial period                            (29,188)       (4,535)
Other recognised gains/(losses) for the financial         19,722        (9,056)
period
Issue of ordinary shares                                       -           450
                                                        ----------    ----------

Net reduction in shareholders' funds                      (9,466)      (13,141)

Shareholders' funds at the beginning of financial         13,106        26,247
period
(originally #15,286,000 restated for prior year
adjustment of #(2,180,000))
                                                        ----------    ----------

SHAREHOLDERS' FUNDS AT END OF FINANCIAL PERIOD             3,640        13,106
                                                        ----------    ----------


Note 6

RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW/(OUTFLOW) FROM OPERATING
ACTIVITIES

                                                 13 months ended 12 months ended

                                                   31 December      1 December
                                                          2002            2001
                                                                    (restated)
                                                         #'000           #'000
                                                      ----------      ----------

Group operating (loss)/profit                           (3,812)          1,838
Exceptional charges                                    (17,800)         (6,775)
Depreciation charges                                     2,509           4,305
Impairment of fixed assets                               7,046           2,280

Amortisation of government grants                           (3)            (94)
Exceptional release of government grants                     -            (512)

(Gain) on sale of tangible fixed assets                    (19)            (16)
(Gain) on sale of associate                               (803)              -
(Gain) on sale of tangible fixed assets -                 (479)              -
exceptional items

Pension curtailments                                      (927)              -
Movement on net pension asset/liability                   (255)             74

Decrease in Stocks                                       5,300             770
Decrease in Debtors                                      8,359           3,244
Increase/(Decrease) in Creditors                         1,607          (4,397)

Increase in provisions                                   1,620           2,948

Exchange adjustments                                         -               1
                                                      ----------      ----------

Net cash inflow from operating activities                2,343           3,666
                                                      ----------      ----------


Note 7

ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN CASH FLOW STATEMENT

                                                13 months ended 12 months ended

                                                  31 December      1 December
                                                         2002            2001
                                                        #'000           #'000
                                                     ----------      ----------

Returns on investment and servicing finance
Interest received                                         115             272
Interest paid                                          (1,668)         (1,505)
                                                     ----------      ----------
                                                       (1,553)         (1,233)
                                                     ==========      ==========

Capital expenditure
Purchase of tangible fixed assets                      (1,879)         (1,100)
Purchase of own shares                                      -            (300)
Sale of tangible fixed assets                              25              16
                                                     ----------      ----------
                                                       (1,854)         (1,384)
                                                     ==========      ==========

Acquisitions and disposals
Sale of Kilbagie mill                                   1,685               -
Sale of associate                                         746               -
Sale of tangible fixed assets                             854               -
Sale of Caldwells business                              2,000               -
                                                     ----------      ----------
                                                        5,285               -
                                                     ==========      ==========

Financing
Issue of ordinary share capital                             -             450
Bank and other loans repaid                            (2,287)            (56)
Capital element of hire purchase repayments               (15)            (13)
                                                     ----------      ----------
                                                       (2,302)            381
                                                     ==========      ==========





Note 8

ANALYSIS OF NET DEBT

                               At start     Transfer        Cash       At end
                                of year                     flow      of year
                                  #'000        #'000       #'000        #'000
                                ---------    ---------   ---------   ----------

Cash in hand / at bank               51            -         278          329
Overdrafts                       (8,962)           -       1,641       (7,321)
                                ---------    ---------   ---------   ----------

                                 (8,911)           -       1,919       (6,992)

Debt due outwith one year        (8,000)       8,000           -            -
Debt due within one year         (2,000)      (8,000)      2,287       (7,713)
HP creditor                         (21)           -          15           (6)
                                ---------    ---------   ---------   ----------

                     Total      (18,932)           -       4,221      (14,711)
                                =========    =========   =========   ==========


Note 9

EXCEPTIONAL CASH FLOWS

                                                                 Restructuring
                                                                         #'000
                                                                      ----------

Exceptional charges                                                     17,800

Net exceptional cash inflows from asset disposals                          765

Non cash items
- fixed asset movements                                                 (7,046)
- other asset writedowns                                                (1,615)
- pension curtailments                                                     927
                                                                      ----------

Exceptional cash outflows                                               10,831
                                                                      ==========



Note 10

UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEET


At 31 December 2002 (following successful conclusion of the Fund Raising
exercise on 30 April 2003)


The following Pro Forma Balance Sheet has been prepared to assist shareholders
by giving an indication of how the Balance Sheet at 31 December 2002 has been
revitalised following the successful conclusion of the Company's Fund Raising
exercise on 30 April 2003. The Pro Forma Balance Sheet is unaudited and excludes
trading performance since 31 December 2002.

                                                                          2002
                                                                         #'000

Fixed assets
Tangible assets                                                         28,470
Investments                                                                300
                                                                      ----------
                                                                        28,770
                                                                      ----------

Current assets
Stocks                                                                   3,597
Debtors                                                                 11,599
Debtors - deferred taxation                                              3,750
Cash at bank and in hand                                                   329
                                                                      ----------
                                                                        19,275
                                                                      ----------

Creditors: amounts falling due within one year
Bank overdrafts and short term debt                                     (6,439)
Other creditors                                                        (20,840)
                                                                      ----------
                                                                       (27,279)
                                                                      ----------

Net current liabilities                                                 (8,004)
                                                                      ----------

Total assets less current liabilities                                   20,766

Provisions for liabilities and charges                                  (4,916)
                                                                      ----------
Net assets excluding pension liabilities                                15,850

Pension liabilities
Defined benefit schemes with net liabilities                            (3,615)
                                                                      ----------

Net assets including pension liabilities                                12,235
                                                                      ==========

Capital and reserves
Called up share capital                                                  6,286
Share premium account                                                   22,117
Revaluation reserve                                                     11,549
Capital redemption reserve                                                 173
Profit and loss account                                                (27,890)
                                                                      ----------
Total equity shareholders' funds                                        12,235
                                                                      ==========







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

END
FR KQLFBXEBFBBL