RNS Number:6687I
Abbot Group PLC
13 March 2003

                                                                   13 March 2003



                         Considerable Opportunities for Growth
                                     Profits Surge

Abbot Group plc, the international drilling services provider, announces
preliminary results for the year ended 31 December 2002.

*     Turnover #437 million                                             UP 66%
*     Operating profit, excluding goodwill amortisation,
      exceptional items and discontinued businesses, #31.8 million      UP 101%
*     Profit before tax, excluding goodwill amortisation,
      exceptional items and discontinued businesses, #23.4 million      UP 87%
*     Adjusted earnings per share 9.7p                                  UP 47%
*     Recommended final dividend of 2.75p per share                     UP 14%
*     Strong balance sheet with gearing of 35%
*     Disposals of:
                    - Interest in Powergen Renewables
                    - OIS International Inspection ("OIS")
*     All operations trading well
*     Continued opportunities for growth


Commenting on the results, Alasdair Locke, Executive Chairman, said: "As a
result of the disposal of our interests in renewable energy and inspection
services, the Group is now focussed on its oil drilling contracting and
engineering business and is rapidly becoming a major participant in its key core
markets, which have been identified as North and West Africa, the Middle East,
the Caspian Sea, Russia, the UK and mainland Europe.

The financial strength of the Group, as evidenced from its balance sheet, has
been substantially enhanced and we are now in a position to pursue the
considerable opportunities for growth that we see in several of our main
markets.  This, together with our continuing drive for greater efficiency with
particular emphasis on margin improvement, leads me to believe that we shall
show a significant improvement in results for the current year."


For Further Information:
Alasdair Locke                        Peter Willetts
Executive Chairman                    Justin Griffiths
Abbot Group plc                       Tavistock Communications Limited
Tel: 020 7600 2288                    Tel: 020 7600 2288



Chairman's Statement


Overview

I am pleased to report an excellent year in 2002, which saw the Group focussing
on its activities as a major international drilling services provider. We have
made progress in all our principal markets; North and West Africa, the Middle
East, the Caspian Region, Russia, the UK and mainland Europe.


The benefits that continue to accrue from our acquisition of DEUTAG are clearly
evidenced from this highly satisfactory performance in 2002.


Results

Operating profits, (excluding exceptional items, goodwill amortisation and
discontinued businesses) more than doubled to #31.8 million (2001: #15.8
million), an increase of 101%. Operating profits rose to #24.8 million (2001:
#11.3 million), an increase of 118%.


The Group made an exceptional gain on the sale of its 50% share in the wind
energy joint venture with Powergen of #46.1 million, partly offset by provisions
totalling #9.8 million in respect of the disposal/closure of operations of its
inspection division in early 2003, to give an overall exceptional gain of #36.3
million.


Pre tax profits, (excluding exceptional items, goodwill amortisation and
discontinued businesses) increased to #24.7 million (2001: #13.2 million), a
rise of 87%. Pre tax profits rose to #50.2 million (2001: #10.2 million), an
increase of almost 400%.


Adjusted earnings per share, (excluding exceptional items, goodwill amortisation
and discontinued businesses) rose by 47% to 9.7p (2001: 6.6p). Basic earnings
per share rose by 500% from 4.3p to 25.8p.


Dividend

The directors are recommending an increase in the final dividend to 2.75p (2001:
2.40p) per ordinary share, which, taken together with the interim dividend
already paid, would give a total distribution of 4.0p (2001:3.5p) per ordinary
share, an increase of 14.3%. If approved, the final dividend will be paid on 6
June 2003 to eligible shareholders on the register at 9 May 2003.


Disposals

In October we disposed of our 50% interest in Powergen Renewables to Powergen UK
plc ("Powergen") for a cash consideration of #57.5 million resulting in a profit
on disposal of #46.1 million. Under the terms of the joint venture agreement
with Powergen, E.ON's acquisition of Powergen in July 2002 enabled us to review
our interest in the joint venture. While our investment would have continued to
provide profitable growth, it would nevertheless have required an increasing
level of capital expenditure. The Board, therefore, concluded that shareholder
interests were best served by focussing our resources on the profitable
expansion of our core international drilling businesses.


After the year end, we sold OIS International Inspection ("OIS") to Oceaneering
International Services Ltd for a cash consideration of #16.9 million, which
after repayment of bank overdrafts and inter-company debt, resulted in a loss on
disposal of #7.5 million over book value of which #5.8 million related to
goodwill. The Surveys Division of OIS was retained and provision has been made
for losses on the closure of this operation totalling #2.3 million.


The decision to sell OIS was taken following the acquisition of DEUTAG, which
effectively doubled the size of our drilling operations, thereby resulting in
OIS becoming a non-core business in relation to the Group as a whole.


Borrowings

As a result of the disposal of Powergen Renewables, referred to above, an early
loan repayment of #40 million to Bank of Scotland ("BoS") was made. In December,
we reached agreement with BoS, in return for a one off payment of #4 million (of
which #3.2 million is shown as a exceptional item), to prepay deferred interest
of #7 million due to BoS in October 2006. In addition the warrants owned by BoS
to subscribe for 9,254,539 ordinary shares in Abbot up to 30 September 2006 at
an exercise price of 200p, were cancelled. Total debt at the year end was #45.6
giving a gearing level of 35%.


Operating Review


The Drilling Group

Following the acquisition of DEUTAG, we have undertaken a substantial
reorganisation of operations in both Aberdeen and Germany and have achieved our
targeted cost savings within budget and more quickly than planned.


We are continuing with an efficiency programme within which the Drilling Group
has set medium and long-term targets for further cost savings and improved
operating margins.


Significant progress has been made in the efforts to centralise certain
functions, in particular, purchasing and logistics which are now co-ordinated
centrally with savings beginning to be realised not only through operational
efficiencies but also through greater purchasing power.


Work will continue to centralise other functions, particularly those relating to
commercial activities.


The onshore rig disposal programme for redundant or mislocated equipment was
essentially completed during the year, although the two units in Algeria,
earmarked for disposal, were moved to Jebel Ali in the UAE for upgrading to meet
improved market demand. Subsequently, the larger unit has been awarded a
contract which will commence in mid 2003.


Land Drilling

The major event for the land drilling division was the successful placement,
commissioning and start-up of an arctic class drilling unit on an artificial
island in the Kazakh sector of the Caspian for AGIP/KCO, a consortium of
international oil companies in partnership with the Kazakh National Oil Company.


This is a demanding project in an area of high environmental concern, difficult
logistics and extremes of weather.


Following extensive modification, the rig was mobilised from Bad Bentheim, via
the Russian canal system in late 2001 just prior to the winter freeze, and
commenced operations in mid-April.


This time last year we stated that we intended to concentrate the land drilling
operations in areas where we could gain most benefit from existing operations.
During the year we withdrew from Algeria and Venezuela, focussing efforts on our
principal markets.  These efforts were rewarded by the start up of an additional
rig in Oman during the year, and in December by the award of contracts for two
further rigs all for Petroleum Development Oman, a subsidiary of Shell
International.  By mid-2003 we will have 8 rigs working in Oman.


Nigeria saw the addition of two more rigs to the existing two already in
operation with new contracts for Shell and Pan Ocean.


In Pakistan the company put two rigs to work complementing the single string
operation in that country at the time of the DEUTAG acquisition.


Much of the preparatory work done in Iran came to fruition during 2002 with rigs
starting up onshore for TotalFinaElf, AGIP and Norsk Hydro.  The two Petrom
jack-ups we manage for Pedec, also in Iran, continued to work throughout the
year.


An innovative European contract was won for Danish Olje og Natur Gas (DONG) and
Lunds Energi for the drilling of geothermal wells in Denmark and Sweden, thus
far a very successful contract which could lead to further work. Existing
operations in Germany and Holland continued satisfactorily throughout the year.


In the autumn of 2002 the company mobilised another arctic class rig, this time
to Western Siberia for a project with Sibneft.  This rig was successfully
commissioned commencing operations in late January 2003.


Offshore Drilling

Operations in the North Sea continued satisfactorily with significant
improvements in performance in a number of key areas, and it is a market which
continues to provide us with steady and profitable business activity.


For BP, the overall operational performance, and in particular regarding safety,
was enhanced very significantly to the satisfaction of the client.  Further
improvements are anticipated following the award of a performance improvement
contract to Technical Limit Services, a joint venture between KCA DEUTAG and RLG
International which, following the inclusion of some incentives into the primary
contract, should deliver enhanced benefits to the company.


For a number of other clients including Shell, performance improvements in some
cases relating to safety, yielded rewards under various incentive schemes.
Safety performance is particularly important in the winning of new and the
retention of existing contracts. The continuing emphasis in this area and the
results that accrue are particularly pleasing.


Contract renewals or extensions were negotiated with BP, TotalFinaElf, Exxon
Mobil and Amerada Hess, and the company won a tender for new work on the
TotalFinalElf Dunbar platform.  This was the only such contract tendered during
the year, and it followed alterations to the platform enabling on-platform
operations rather than the tender assisted operations which had been in place.


During the latter half of 2002 CNR International (UK) Limited took over the
Ninian Field assets from Kerr McGee. This resulted in an almost immediate
increase in activity for the company. We are optimistic therefore that the
recently announced asset sales of the Forties complex by BP to Apache, should
similarly lead to increased work.


Internationally, the company continued to make progress on AIOC's Central Azeri
and Shah Deniz project in Azerbaijan. Both of these projects have received
sanction to proceed and we anticipate an announcement shortly with regard to the
operating contracts. The Central Azeri contract should commence operations in
2004 with Shah Deniz following in 2006.  The company has also been awarded a
training and development contract for personnel to be utilised on the two
primary contracts.  Activities under this contract have already commenced in
Baku.  This followed extensive project engineering work which is continuing.


In the Russian Far East, a contract for Sakhalin Energy (Shell) for drilling and
workover operations on the Molikpaq mobile platform near Sakhalin Island has
commenced.


In all areas KCA DEUTAG has continued to press for improvements in safety
performance, and has in almost all areas achieved or exceeded its aims.


Engineering

This is now reported separately and covers the operations of the Engineering
Group based in Aberdeen and Germany.


The Aberdeen and Houston based offshore engineering provides a clear lead into
major offshore projects, and is the vehicle, particularly in the Caspian Region,
Sakhalin and Angola, to lead KCA DEUTAG into long-term operating contracts.


The Group also carries out a significant number of facilities upgrade projects,
which become necessary over the life of rigs or fixed platforms.  Opportunities
arise as reservoir characteristics change and the requirement for long reach
wells, which were not envisaged by the original design, becomes evident.


The Aberdeen Group carried out up-grade work on Talisman's Claymore platform,
and was also awarded a contract for further work on Amerada Hess's Scott
platform.  Major projects include continuing work on AIOC's Central Azeri and
Shah Deniz projects in the Caspian which has led to further work on phases II
and III of the overall field development.  The Group has some 130 engineers
working in Paris and London on these projects.


KCA DEUTAG's Houston office has won a number of study contracts and is marketing
the company's services in particular for the Russian far east and Angola. The
recent award of engineering work for Hyundai Heavy Industries for the Exxon
Neftegas Sakhalin project should be followed shortly by further contract wins.


Bentec, which is largely concerned with land drilling projects and
electromechanical products and maintenance services, continued to provide
support for the AGIP/KCO Kashegan project, following its successful delivery of
the modified rig for the project.


A number of upgrades to rigs and equipment were carried out during the year,
with satisfactory results, including the major upgrade to arctic class of the
rig for the Sibneft project.  In addition, Bentec has managed to pursue a number
of new markets for its electrical products and for its service and repairs
facilities.  It is now successfully gaining work from third parties in both of
these areas, a trend which should continue following a product and services
review.  This review also addressed the cost base of the facility and actions
are now being put in place to balance resources to ensure the future profitable
growth of the company.


The Board

In December we welcomed Dr. George Watkins CBE to the Board as a non-executive
director. George has a wealth of experience in the oil and gas industry having
held senior appointments with Conoco both in the UK and abroad since 1973,
becoming Chairman and Managing Director of Conoco (U.K.) LTD in 1993 until his
retirement from that company in 2002. His experience will be of great benefit to
the group.


At the same time Guy Lafferty resigned from the Board. I would like to thank Guy
for his contribution to the success of the Group since our stockmarket flotation
in 1995.


Corporate Governance

We continue to comply with the provisions of the Code of Best Practice set out
in The Combined Code on corporate governance, particularly with regard to the
independence of non-executive directors. To this end, and as a result of his
appointment as a director of Iskut Investment Holdings Limited, a significant
shareholder in Abbot, Guy Lafferty tendered his resignation as a non-executive
director as he felt he could no longer be considered to be truly independent.


With regard to my own position as Executive Chairman, the Board has concluded
that, with my substantial shareholding in the Group, my interests are very much
aligned to those of all other shareholders, and therefore it does not believe
that there is any conflict between my position and the continuing prosperity of
the Group. In any event, the day to day operation of the Group is undertaken by
the Chief Operating Officer.


The recently published Higgs Report on corporate governance and the Smith Report
on guidance on audit committees contain many proposals which the Board will
consider and look to implement as appropriate for the future well-being of the
Group.


Outlook

The current year has started well and in-line with our internal forecasts. As a
result of the disposal of our interests in renewable energy and inspection
services, the Group is now focused on its oil drilling contracting and
engineering business and is a major participant in its key core markets.


The Government's Royalty Relief Provisions which took effect from 1 January
2003, coupled with the sale of assets by major companies to larger independents,
should have a positive impact on UK activity overall. At the same time, onshore
drilling in all of our core areas continues to grow steadily having strong
visibility of contracts for 2003 and into 2004/5, with confirmed utilisation of
our marketable rigs being at very high levels for the current year and beyond.


It is anticipated that world-wide demand for oil and oil based products will
continue to increase. Provided any conflict in Iraq does not escalate into
neighbouring territories, there should not be any detrimental affect on our
operations in the Middle East.


The financial strength of the Group, as evidenced from its balance sheet, has
been substantially enhanced and we are now in a position to pursue the many
opportunities for growth that we see in several of our main markets. This,
together with our continuing drive for greater efficiency with particular
emphasis on margin improvement, leads me to believe that we shall show a
significant improvement in results for the current year.

                                                           Alasdair Locke
                                                       Executive Chairman
                                                            13 March 2003


Consolidated profit and loss account
For the year ended 31 December 2002
                                            Before goodwill           Goodwill
                                             amortisation &     amortisation &
                                                exceptional        exceptional         Total results
                                   Notes              items              items        
                                                       2002               2002          2002            2001
                                                                                                (as restated)
                                                      #'000              #'000         #'000           #'000
Turnover: group and share of
   joint venture turnover

Continuing operations                              379,159                   -       379,159         194,114

Discontinued operations                             62,869                   -        62,869          72,198
                                                   442,028                   -       442,028         266,312

Less share of JV turnover
   (discontinued operations)                        (4,943)                  -        (4,943)         (2,266)

Group turnover                       2             437,085                   -       437,085         264,046

Cost of sales                                     (370,521)                  -      (370,521)       (222,123)

Gross profit                                        66,564                   -        66,564          41,923

Operating expenses                                 (35,468)            (6,303)       (41,771)        (30,575)

Group operating profit               2              31,096             (6,303)        24,793          11,348

Continuing operations                               31,787             (6,303)        25,484           9,874

Discontinued operations                               (691)                  -          (691)          1,474

Share of operating profit in

- joint venture (discontinued                          
  operations)                                          215               (100)           115             351

- associates (continuing                                
  operations)                                           87                   -            87             (45)

                                                    31,398             (6,403)        24,995          11,654

Profit on sale of operations
   (discontinued operations)                             -             46,074         46,074

Provision for loss on impending
   sale of business (discontinued                        
   operations)                                           -             (7,500)        (7,500)              -

Provision for loss on termination
   of operations (discontinued                           
   operations)                                           -             (2,250)        (2,250)              -

                                                    31,398             29,921         61,319          13,465

Net interest payable                 3              (7,963)            (3,125)       (11,088)         (3,302)

Profit on ordinary activities
   before taxation                                  23,435             26,796         50,231          10,163

Taxation on profit on ordinary       4              (7,408)             2,448         (4,960)         (3,682)
activities

Profit on ordinary activities
after taxation                                      16,027             29,244         45,271           6,481
                                                    
Minority interest                                        -                  -              -              90

Profit for the year                                 16,027             29,244         45,271           6,571

Dividends paid and proposed          5              (7,033)                 -         (7,033)         (5,856)

Retained profit for the year                         8,994             29,244         38,238             715


Earnings per ordinary share

Basic                                6                                                  25.8p            4.3p

Diluted                              6                                                  25.8p            4.3p

Adjusted, basic - excluding
  goodwill amortisation, 
  exceptional items and              
  discontinued operations            6                                                   9.7p            6.6p




Statement of total recognised gains and losses
For the year ended 31 December 2002

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

Profit for the year                                                             45,271            6,571

Exchange adjustments offset in reserves                                          6,022           (1,843)

Tax on exchange adjustments offset in reserves                                    (363)               -

Total recognised gains for the year                                             50,930            4,728

Prior period adjustment                                                         (2,385)               -

Total recognised gains and losses since last annual report                      48,545            4,728



Consolidated balance sheet
31 December 2002


                                                                       2002               2001
                                                                                 (as restated)
                                                                      #'000              #'000
Fixed assets

Goodwill                                                            64,142             67,245

Intangible assets                                                        -                736

Tangible assets                                                    140,992            125,730

Investments -    joint venture

                 share of gross assets                                   -             32,602

                 share of gross liabilities                              -            (29,266)

                 goodwill                                                -              1,976

                                                                         -              5,312

Investments - others                                                   603                626

                                                                   205,737            199,649

Current assets

Investment held for resale                                           5,585              5,146

Stocks                                                              18,039             16,485

Debtors                                                            123,915            112,197

Cash at bank and in hand                                             9,706              9,145

                                                                   157,245            142,973

Creditors: Amounts falling due within one year                    (113,915)          (113,210)

Net current assets                                                  43,330             29,763

Total assets less current liabilities                              249,067            229,412


Creditors: Amounts falling after more than one year                (59,066)          (106,981)

Provisions for liabilities and charges                             (58,256)           (34,551)

Net assets                                                         131,745             87,880

Capital and reserves

Called-up share capital                                             26,375             26,375

Share premium account                                               90,123             90,123

Profit and loss account                                             14,274            (29,623)

Total equity shareholders' funds                                   130,772             86,875

Equity minority interests                                              973              1,005

                                                                   131,745             87,880


Consolidated cash flow statement
For the year ended 31 December 2002


Reconciliation of operating profit to operating cash flows
                                                                                            2002            2001
                                                                                           #'000           #'000

Operating profit                                                                          24,793          11,348

Goodwill amortisation                                                                      3,758           1,981

Depreciation and amortisation                                                             17,494           6,159

Profit on sale of tangible fixed assets                                                   (1,245)            (58)

(Increase) decrease in stocks                                                             (3,324)            152

(Increase) in debtors                                                                    (12,913)        (25,097)

(Decrease) increase in creditors                                                         (13,919)         31,781

(Increase) decrease in provisions for liabilities and charges                              5,589            (623)

Share incentive plan - (credit) in the year                                                    -              (2)

Exchange and other non-cash movement                                                      (2,973)          1,530

Net cash inflow from operating activities                                                 17,260          27,171




Cash flow statement                                                                          2002            2001
                                                                                            #'000           #'000

Net cash inflow from operating activities                                                 17,260          27,171

Returns on investments and servicing of finance                                           (6,044)         (2,851)

Taxation                                                                                  (8,907)         (3,586)

Capital expenditure and financial investment                                             (23,478)        (27,490)

Acquisitions and disposals                                                                65,149         (99,614)

Equity dividends paid                                                                     (6,418)         (4,836)

Net cash inflow (outflow) before financing                                                37,562        (111,206)



Financing

Issue of ordinary share capital - net of issue costs                                            -         44,506

Redemption of preference shares                                                                 -           (201)

(Decrease) increase in debt                                                              (46,521)         76,045

Net cash (outflow) inflow from financing                                                 (46,521)        120,350

(Decrease) increase in cash                                                               (8,959)          9,144



Notes to Accounts
31 December 2002

1      Basis of preparation and financial information

The financial information set out in this preliminary announcement has been
prepared on the basis of the accounting policies set out in the Group's 2001
statutory accounts with the exception of the policy on deferred taxation.  With
effect from 1 January 2002 the Group has adopted Financial Reporting Standard
19, "Deferred Tax", and has therefore provided for deferred tax in full.
Previously, deferred tax was provided in full across the Group with the
exception of the joint venture with Powergen where no deferred tax was provided
as it was deemed that the timing differences would probably not reverse.

The cumulative effect is to reduce opening reserves at 1 January 2002 by
#2,385,000, and this charge has been accounted for as a prior period adjustment.
The prior year comparatives have been restated to comply with FRS 19.  The
effect is to reduce retained profit for the year ended 31 December 2001 by
#658,000 from #1,373,000 to #715,000.  Earnings per share for the year ended 31
December 2001 have been restated from 4.7p to 4.3p, diluted earnings per share
from 4.7p to 4.3p and adjusted, basic earnings per share from 7.3p to 6.8p.  (As
explained in note 6 the 2001 adjusted, basic earnings per share has been further
reduced to 6.6p.)

The information shown for the years ended 31 December 2002 and 31 December 2001
does not constitute statutory accounts within the meaning of S240 of the
Companies Act 1985 and has been extracted from the full accounts for the years
ended 31 December 2002 and 31 December 2001 respectively.

The reports of the auditors on those accounts were unqualified and did not
contain a statement under either S237(2) or S237(3) of the Companies Act 1985.

The accounts for the year ended 31 December 2001 have been filed with the
Registrar of Companies.  The accounts for the year ended 31 December 2002 will
be delivered to the Registrar of Companies in due course.



2         Segmental analysis

Group turnover and operating profit are analysed as follows:
                                                                                                    Turnover

                                                                                                2002         2001
                                                                                               #'000        #'000

Drilling  - continuing operations                                                            378,576      193,042

Inspection - discontinued operations                                                          57,926       59,883

Drilling fluids - discontinued operations                                                          -       10,049

Corporate and other - continuing operations                                                      583        1,072

Total                                                                                        437,085      264,046

There is no material inter-segment turnover.

                                                             Operating
                                                         profit (loss)
                                                       before goodwill
                                                          amortisation
                                                                   and
                                                           exceptional       Goodwill  Exceptional       Operating
                                                                 items   amortisation        items    profit (loss)
                                                                  2002           2002         2002            2002
                                                                 #'000          #'000        #'000           #'000

Drilling  - continuing operations                               32,750         (3,283)     *(2,545)         26,922

Inspection - discontinued operations                              (691)          (475)           -          (1,166)

Corporate and other - continuing operations                       (963)             -            -            (963)

Total                                                           31,096         (3,758)      (2,545)         24,793

In respect of the drilling division, turnover and operating profit, before
goodwill amortisation and exceptional items, from the offshore and land drilling
activities totalled #280,843,000 and #29,713,000 respectively, giving an
operating margin of 10.6%, whilst engineering and other services contributed
turnover of #97,733,000 and an operating profit of #3,037,000 giving a margin of
3.1%.

* Drilling division: exceptional item - reorganising, restructuring and
integration costs in respect of the acquisition of Deutag.



Notes to accounts
31 December 2002

2         Segmental analysis (continued)

                                                              Operating
                                                          profit (loss)
                                                        before goodwill
                                                           amortisation
                                                        and exceptional       Goodwill  Exceptional       Operating
                                                                  items   amortisation        items   profit (loss)
                                                                   2001           2001         2001            2001
                                                                  #'000          #'000        #'000           #'000

Drilling  - continuing operations                               16,942           (826)     *(2,148)        13,968

Inspection - discontinued operations                             2,015           (356)           -          1,659

Drilling fluids - discontinued operations                          614           (799)           -           (185)

Corporate and other - continuing operations                     (1,094)                    *(3,000)        (4,094)

Total                                                           18,477         (1,981)      (5,148)        11,348



* Drilling division: exceptional item - reorganising, restructuring and
integration costs in respect of the acquisition of Deutag.



* Corporate and other: exceptional item - fee relating to reorganisation of bank
facilities.



3         Net interest payable


                                                                                            2002           2001
                                                                                           #'000          #'000

On bank loans and overdrafts                                                               7,248          2,915

On other loans                                                                               529             45

Share of joint venture interest payable                                                      974            927

Interest payable                                                                           8,751          3,887


Bank interest receivable                                                                    (448)          (325)

On other loans                                                                              (206)             -

Share of joint venture interest receivable                                                  (134)          (260)

Interest receivable                                                                         (788)          (585)

Net interest payable, excluding exceptional items                                          7,963          3,302


Agreement was reached in December 2002 with the Bank of Scotland ("BoS") to
prepay a deferred interest charge of #7 million due to BoS in October 2006 for a
payment of #4 million. The #7 million, which was being accrued at a charge of
#700,000 per annum, relates to the #20 million 10 year loan stock facility due
for repayment on 1 October 2011.  #875,000 of the interest charge had been
accrued since the loan was drawn down on 1 October 2001 to 31 December 2002,
giving an exceptional interest charge of #3,125,000.


Notes to accounts
31 December 2002



4         Taxation


(a)   Analysis of charge in period
                                                             2002            2002            2001            2001
                                                            #'000           #'000           #'000           #'000
                                                                                    (as restated)   (as restated)
United Kingdom

Corporation tax at 30% (2001: 30%)                         1,841                           2,375

Adjustments in respect of previous periods                    35                            (248)

                                                           1,876                           2,127

Double tax relief                                         (1,337)                           (150)

                                                                             539                           1,977

Overseas taxation

Corporate taxes                                            5,479                           2,050

Adjustments in respect of previous periods                   146                                -
                                                                           5,625                           2,050

Total current tax                                                          6,164                           4,027

Deferred tax

Origination and reversal of timing differences            (1,024)                             39

Adjustments in respect of previous periods                  (102)                            (62)

Total deferred tax                                                        (1,126)                            (23)

Share of joint venture and associates tax                   (281)                           (322)

Adjustments in respect of previous periods                   203                               -

                                                                             (78)                           (322)

Tax on profit on ordinary activities                                       4,960                           3,682



Tax on recognised gains and losses not
   included in the profit and loss account                                   2002                            2001
                                                                            #'000                           #'000
UK corporation tax at 30%
Current tax charge on exchange movements
offset in reserves                                                            
                                                                              363                               -


Notes to Accounts
31 December 2002


4         Taxation (continued)


(b)   Factors affecting tax charge for period
The tax assessed for the period is lower (2001: higher) than the standard rate
of corporation tax in the UK (30%).

The differences are explained below:
                                                                                     2002              2001
                                                                                    #'000             #'000

Profit on ordinary activities before tax                                           50,231            10,163

Add: share of joint venture and associates loss before tax                            538               161

                                                                                   50,769            10,324

Profit on ordinary activities multiplied by standard rate of
 corporation tax in the UK of 30% (2001: 30%)                                      15,231             3,097

Effects of:

Profit on sale of joint venture exempt from taxation                              (13,822)                -

Profit on sale of subsidiary exempt from taxation                                       -              (543)

Provision for loss on impending sale of business not
   deductible for tax purposes                                                      2,250                 -

Amortisation of goodwill not deductible for tax purposes                            1,158               594

Other expenses not (taxable) deductible for tax purposes                             (955)              713

Taxation effect of timing differences                                               1,126                23

Higher tax rates on overseas earnings                                                 995               391

Adjustments to tax charge in respect of previous periods                              181              (248)

Current tax charge for period (note 9 (a))                                          6,164             4,027



Factors that may affect future tax charges

The Group has substantial activities in overseas tax jurisdictions where rates
of tax vary from that in the UK. The Group's effective rate of tax is therefore
subject to fluctuation depending upon where the Group obtains contracts, the
effective tax rates in the countries concerned and the availability of double
tax relief.

No deferred tax is recognised on the unremitted earnings of overseas
subsidiaries, joint ventures or associates. As the earnings are continually
reinvested by the Group, no tax is expected to be payable on them in the
foreseeable future.

5         Dividends

                                                                                   2002           2001
                                                                                   #'000          #'000
Dividends on ordinary shares

Adjustment in respect of shares issued during the year and ranking
   for prior year final dividend                                                   -              15

Interim dividend 1.25p (2001 : 1.10p)                                              2,198          1,612

Proposed final dividend 2.75p (2001 : 2.40p)                                       4,835          4,220

Dividends on preference shares                                                     -              9

                                                                                   7,033          5,856




Notes to accounts
31 December 2002


6         Earnings per ordinary share
The calculations of earnings per share are based on the following profits and
numbers of shares:


                                                Basic                    Diluted                  Adjusted basic
                                                2002         2001        2002         2001        2002         2001
                                                              (as                      (as                      (as
                                                        restated)                restated)                restated)
                                               #'000        #'000       #'000        #'000       #'000        #'000

Profit for the financial year                45,271        6,571      45,271        6,571      45,271        6,571

Preference dividends                              -           (9)          -            -           -           (9)

Goodwill amortisation                             -            -           -            -       3,858        2,181

Operating expenses - exceptional items *          -            -           -            -       1,709        3,604

Profit on sale of joint venture/                  
subsidiary                                        -            -           -                  (46,074)      (1,811)

Provision for loss on impending
   sale of business                               -            -           -                    7,500            -

Provision for loss on termination
   of operations *                                -            -           -                    1,575            -

Interest - exceptional items *                    -            -           -                    2,188            -

                                             45,271        6,562      45,271        6,571      16,027       10,536

Discontinued operations - inspection *            -            -           -            -         624            -

Discontinued operations - wind *                  -            -           -            -         321            -

Discontinued operations - drilling                
fluids *                                          -            -           -            -           -         (327)

                                             45,271        6,562      45,271        6,571      16,972       10,209

Weighted average number of shares       175,836,246  154,079,236 175,836,246  154,079,236 175,836,246  154,079,236

Earnings per share                             25.8p         4.3p       25.8p         4.3p        9.7p         6.6p


The adjusted basic earnings per share figure for 2001 has been recalculated to
take account of the adoption of FRS 19 thereby reducing the figure from 7.3p to
6.8p, and a further reduction of 0.2p to 6.6p in order to exclude those
operations that were discontinued in 2001.

* The above adjustments have been stated net of any applicable taxation effects.

No ordinary shares were issued during the year and there are no share options
outstanding at 31 December 2002.

The warrants issued under the financing arrangements for the acquisition of the
Deutag Group were anti-dilutive and therefore have not been included in the
calculation of the weighted average number of shares under the diluted basis.



Notes to accounts
31 December 2002


7       Reconciliation of net cash flow to movement in net debt

                                                                                             2002           2001
                                                                                            #'000          #'000

(Decrease) increase in net cash in the year                                               (8,959)         9,144

Decrease (increase) in loans and finance leases                                           46,521        (76,045)

Change in net debt resulting from cash flows                                              37,562        (66,901)

Loans transferred on sale of subsidiary                                                        -          1,799

Exchange movements                                                                           388           (109)

Movement in net debt in the year                                                          37,950        (65,211)

Net debt at 1 January                                                                    (83,597)       (18,386)

Net debt at 31 December                                                                  (45,647)       (83,597)



8       Analysis of net debt

                                                                                                              At
                                            At                       Other non         Exchange      31 December
                                1 January 2002       Cash flow    cash changes         movement             2002
                                         #'000           #'000           #'000            #'000            #'000

Cash in hand and at bank                9,145             561               -                 -           9,706

Overdrafts                             (2,624)         (9,520)              -                 -         (12,144)

                                        6,521          (8,959)              -                 -          (2,438)

Debt due after 1 year                 (83,557)         40,000           6,500               388         (36,669)

Debt due within 1 year                 (6,500)          6,500          (6,500)                -          (6,500)

Finance leases                            (61)             21               -                 -             (40)

                                      (83,597)          37,562              -               388         (45,647)



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