Adventis Group plc

PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2004

Adventis Group plc (‘Adventis Group plc’ or ‘the Group’), the specialist multi-media marketing and advertising agency, today announces its maiden preliminary results for the year ended 31 December 2004 following the Group’s successful admission to AIM in July 2004.

KEY POINTS

· Pre-tax profit up 83% at £0.77m (2003 - £0.42m)

· Turnover up 32% at £12.09m (2003 - £9.16m)

· Earnings per share up 29% at 2.20p (2003 - 1.70p)

· Final dividend of 0.40p per share making a total for the year of 0.85p per share

· Net cash inflow from operating activities £0.67m

· Acquisition of Affiniti (UK) Ltd, a specialised UK healthcare advertising agency, completed in January 2005

· Successful launch of Adventis Group plc NMG Ltd in August 2004

· Major client wins include the Hub in Birmingham, the South West Regional Development Agency (SWERDA) in Cardiff and St James Homes, complementing existing clients such as Allied London Properties, BAA MacArthur Glen, Savills and ING Real Estate

Peter Mitchell, Chairman of Adventis Group plc, commented:

“2004, and particularly our first six months as a publicly quoted company, has been extremely encouraging with not only a significant rise in both turnover and profit, but also with the achievement of the early part of our long-term strategy through the announcement of a significant joint venture and a major acquisition.

The Group’s strategy at flotation was to expand its marketing services offering with a strong focus on the property, healthcare and financial services sectors. We have made significant progress to this end in the last year through both organic and new venture growth and we are confident of continuing this through 2005.”

Enquiries:

Charles Phillpot, Chief Executive Officer Fiona Mulcahy, Justin Griffiths

Adventis Group plc Group plc Citigate Dewe Rogerson

Tel: 020 7034 4750 Tel: 020 7638 9571

Paul Dudley

WH Ireland Limited

Tel: 020 7397 3225

Chairman’s Statement

This is my first statement as Chairman of Adventis Group plc having been appointed on 19 April 2004 prior to the flotation on 1 July 2004. 2004, and particularly our first six months as a publicly quoted company, has been extremely encouraging with not only a significant rise in both turnover and profit, but also with the achievement of the early part of our long-term strategy through the announcement of a significant joint venture and a major acquisition.

It is pleasing to note that, in a year when the management had to focus on a flotation, both continued successful business performance and long term strategic development could be achieved. This is encouraging for our future business plans and reflects the strength of talent within Adventis Group plc.

Today, the Group consists of five operating companies in two locations employing 70 people providing a broad range of marketing services to a large range of clients.

The successful launch of Adventis Group plc NMG Ltd, as a venture with NMG Financial Services Consulting Ltd, represents the beginning of our strategy to offer a full range of services to the financial services industry. The acquisition of Affiniti (UK) Ltd, a specialised UK healthcare advertising agency, was completed after the end of the 2004 financial year. It builds on the foothold the Group had already built in this profitable market and is likely to act as the vehicle for all future healthcare activity.

The Group comprises a talented and commercial team. The past year has been a turning point for the Group in terms of funding and strategy. Trading in 2005 has made a positive start and is ahead of last year and therefore the outlook for 2005 remains encouraging. Our existing businesses continue to perform well and we look forward to announcing further corporate activity in the near future.

Peter Mitchell

Chairman

Chief Executive Officer’s Statement

I am pleased to report a strong set of maiden preliminary results for the year ended 31 December 2004. Group billings of £12.09m were up 32% (2003: £9.16m) and pre-tax profit of £0.77m was up 83% (2003: £0.42m). In addition, we benefited from healthy margins and strong cash flow.

The earnings per share for 2004 of 2.2p was ahead of the previous year at 1.7p. The Board is recommending a final dividend of 0.40p per share, making a total for the year of 0.85p.

The Group operates in a highly competitive market place. The diversified marketing services industry is highly labour intensive reflecting the reliance on creative skill and knowledge. There is a rising demand for specialists in various marketing fields. Our revenues are generated predominantly in the form of fees for project specific work. It is against this background that I am pleased to report results that reflect the hard work of all the team at Adventis Group plc.

Business Strategy

The Group enjoyed a more buoyant market and most areas of the business were able to generate higher revenues at good margins. Since our admission to AIM on 1 July 2004, where we raised £2.60m net of expenses for the Group, we have pursued our business strategy of increasing the market share for our media services in the residential and commercial property sectors. Furthermore, we continue to expand the services we provide in our other target markets, currently comprising the financial services and healthcare sectors.

Acquisitions and Joint Ventures

In August 2004, we formed Adventis Group plc NMG Ltd as a venture with NMG Financial Services Consulting Ltd, a highly specialised management consulting firm, providing a comprehensive range of services to the global financial industry. The NMG global network has unrivalled access to financial institutions with clients such as ISIS, Scottish Widows, Charcol and HBOS and is able to act as a very effective business introducer.

In early January 2005, we completed the acquisition of Affiniti (UK) Ltd, a specialised UK healthcare advertising agency with clients such as Allergan, sanofi pasteur MSD, Chiron Vaccines, Eden Biopharm, Leo Pharma, Napp and Serono. This acquisition builds on the foothold Adventis Group already has in this profitable market and is likely to act as the vehicle for all future healthcare activity.

Operational Review

The following is a summary of activity by business sector for the year ended 31 December 2004.

Residential Property Marketing Sector

Our residential property marketing sector has a broad base of clients from international names such as Savills to UK developers such as Capital & Provident, Galliard and Devington Homes. This sector, which returns encouraging margins, continues to provide a broad range of consultancy and creative services across the industry.

Commercial Property Marketing Sector

Our commercial property marketing sector won several major long-term projects in 2004 such as the Hub in Birmingham and the South West Regional Development Agency (SWERDA) in Cardiff. These project successes continue to give the business a positive order book for the current year. Margins remained under pressure in this competitive business area.

Media Planning and Buying Sector

Our media planning and buying sector has full NPA (Newspapers Publishing Association) recognition. Media broking is highly cash generative and works very much in tandem with our residential property marketing sector’s creative business. Business volumes continue to grow at good margins.

Financial Services Sector

The new venture, Adventis Group plc NMG Ltd, which specialises in financial services, commenced trading in September 2004 and traded profitably for the period ended 31 December 2004. A senior executive from a similar organisation was recruited and has been successful in exploiting the many leads generated by Adventis Group plc NMG Ltd. A series of projects were concluded in 2004 and the outlook is positive for 2005.

Outlook

Since our flotation on AIM, the Group has enjoyed a higher profile within the industry and national media. This increased awareness greatly facilitates our mergers and acquisitions activity.

All staff serving at the time of the flotation participated in a share option scheme and this has contributed to excellent staff morale and retention.

Our strong cash flow and balance sheet will assist and help to support further strategic developments and we continue to explore ways of growing the Group while ensuring our profit record is maintained.

Charles Phillpot

Chief Executive Officer

Consolidated profit and loss account

Year ended 31 December 2004

		Unaudited	Audited
		2004	2003
	Notes	£’000	£’000
Turnover	2	12,087	9,159
Operating Profit	2	625	418
Net interest receivable		148	1
Profit on ordinary activities before taxation		773	419
Tax on profit on ordinary activities		(214)	(86)
Profit on ordinary activities after taxation		559	333
Minority Interest		(1)	-
Profit for the financial year		558	333
Dividends	4	(278)	(297)
Retained profit for the financial year	10	280	36
Earnings per share
Basic earnings per ordinary share	3	2.2p	1.7p
Diluted earnings per ordinary share	3	2.0p	1.6p

Balance sheet

As at 31 December 2004

		Group		Company
		Unaudited	Audited	Unaudited	Audited
		2004	2003	2004	2003
	Notes	£’000	£’000	£’000	£’000
Fixed assets
Intangible assets
- goodwill		242	259	-	-
- negative goodwill		(42)	(45)	-	-
		200	214	-	-
Tangible assets		184	157	175	145
Investments		-	-	57	57
		384	371	232	202
Current assets
Work in progress		5	-	-	-
Debtors	6	2,218	1,972	1,235	972
Cash at bank and in hand		3,183	501	2,766	-
		5,406	2,473	4,001	972
Creditors - amounts falling due within one year	7	(1,878)	(1,808)	(884)	(866)
Net current assets		3,528	665	3,117	106
Total assets less current liabilities		3,912	1,036	3,349	308
Creditors - amounts falling due after more than one year	8	(10)	(7)	(10)	(7)
Provisions for liabilities and charges		(5)	(5)	(5)	(7)
Net assets		3,897	1,024	3,334	294
Capital and reserves
Called up share capital	9	79	50	79	50
Share premium account	10	2,563	-	2,563	-
Capital redemption reserve	10	200	200	200	200
Other reserves	10	20	20	20	20
Profit and loss account	10	1,034	754	472	24
Equity shareholders’ funds		3,896	1,024	3,334	294
Equity minority interests		1	-	-	-
		3,897	1,024	3,334	294

Consolidated cash flow statement

Year ended 31 December 2004

		Unaudited	Audited
		2004	2003
	Notes	£’000	£’000
Net cash inflow from operating activities	11	667	890
Returns on investment and servicing of finance
Interest received		65	3
Interest element of finance leases		(2)	(2)
Net cash inflow from returns on investments and servicing of finance		63	1
Taxation		(46)	(131)
Capital expenditure
Purchase of tangible fixed assets		(72)	(35)
Net cash outflow from capital expenditure		(72)	(35)
Equity dividends paid to shareholders		(64)	(297)
Net cash inflow before use of liquid resources and financing		548	428
Financing
Issue of ordinary share capital		2,592	-
Capital element of finance lease rental payments		(8)	(6)
Increase in cash		3,132	422

Reconciliation of movements in equity shareholders’ funds
Year ended 31 December 2004

	Group		Company
	Unaudited	Audited	Unaudited	Audited
	2004	2003	2004	2003
	£’000	£’000	£’000	£’000
Profit for the financial year	558	333	726	706
Dividends	(278)	(297)	(278)	(297)
Retained profit for the year	280	36	448	409
Issue of ordinary shares	2,592	-	2,592	-
Issue of share options	-	20	-	20
Net movement in the year	2,872	56	3,040	429
Shareholders’ funds at start of year	1,024	968	294	(135)
Shareholders’ funds at end of year	3,896	1,024	3,334	294

1 Basis of preparation

The preliminary statement is not the company’s statutory accounts. The statutory accounts for the year ended 31 December 2003 have been delivered to the Registrar of Companies and received an audit report which was unqualified and did not contain statements under s237(2) or (3) of the Companies Act 1985. The accounts for the year ended 31 December 2004 have not yet been delivered to the Registrar of Companies and the auditors have not yet reported thereon.

2 Operating profit

		Unaudited	Audited
		2004	2003
		£’000	£’000
Turnover (all UK origin)		12,087	9,159
Staff costs		(2,432)	(2,065)
Depreciation:
Owned assets		(56)	(41)
Leased assets		(5)	(10)
Amortisation of purchased goodwill		(17)	(18)
Negative goodwill amortised		3	3
Other operating charges		(8,955)	(6,610)
Operating profit		625	418
Operating profit is stated after charging
Auditors’ remuneration:	- Audit services - Non-audit services	30 72	12 3
Operating lease rentals:	- Plant & equipment - Other	5 213	2 96

3 Earnings per share

Basic earnings per share is based on the profit on ordinary activities after taxation of £558,000 (2003: £333,000) and on 25,789,474 (2003: 20,000,000) being the weighted average number of shares in issue during the period.

Diluted earnings per share is based on the profit on ordinary activities after taxation of £558,000 (2003: £333,000) and on 27,654,387 (2003: 21,052,632) being the diluted weighted average number of shares in issue during the period.

	Unaudited	Audited
	2004	2003
Basic earnings per share	2.2p	1.7p
Diluted earnings per share	2.0p	1.6p

4 Dividends

	Unaudited	Audited
	2004	2003
	£’000	£’000
First interim ordinary dividend paid	84	297
Second interim ordinary dividend paid	64	-
Final ordinary dividend proposed	130	-
Total ordinary dividends paid and proposed	278	297

5 Investments – Company

Subsidiary undertakings

The principal subsidiary undertakings of the company and their principal activities are shown below. They have share capitals wholly comprising of ordinary shares. All the companies are registered in England and Wales, operate in the UK and are consolidated into the group accounts.

Subsidiary undertakings	Principal activity	Holding
Gilbert Doyle Oakmont Limited	Advertising and marketing services	100%
Premium Media Limited	Media planning and buying services	100%
Property Marketing Company Limited	Advertising and marketing services	100%
Adventis Group plc NMG Limited	Advertising and marketing services	51%

6 Debtors

	Group		Company
	Unaudited	Audited	Unaudited	Audited
	2004	2003	2004	2003
	£’000	£’000	£’000	£’000
Trade debtors	2,103	1,432	5	-
Amounts owed by parent undertaking	-	509	-	-
Amounts owed by subsidiary undertakings	-	-	1,118	949
Other taxes and social security	12	-	12	3
Corporation tax	-	11	-	-
Prepayments and accrued income	103	20	100	20
	2,218	1,972	1,235	972

7 Creditors - amounts falling due within one year

		Group		Company
	Unaudited		Audited	Unaudited	Audited
	2004		2003	2004	2003
	£’000		£’000	£’000	£’000
Bank loans and overdrafts	9		459	6	373
Obligations under finance leases and hire purchase contracts	11		6	11	6
Trade creditors	365		142	156	23
Corporation tax	157		-	8	-
Proposed dividend	130		-	130	-
Other taxation and social security	195		155	5	5
Other creditors	117		80	1	1
Accruals and deferred income	894		966	567	458
	1,878		1,808	884	866

8 Creditors - amounts falling due after more than one year

		Group		Company
	Unaudited		Audited	Unaudited	Audited
	2004		2003	2004	2003
	£’000		£’000	£’000	£’000
Obligations under finance leases and hire purchase contracts	10		7	10	7

9 Share capital

	2004	2004	2003	2003
	£’000	No. shares	£’000	No. shares
Authorised
Ordinary shares of 0.25 pence each	150	60,000,000	-	-
“A” Ordinary shares of £1 each	-	-	40	39,630
“B” Ordinary shares of £1 each	-	-	13	13,000
Preference shares of £1 each	-	-	400	400,000
Allotted, called up and fully paid
Ordinary shares of 0.25 pence each	79	31,578,948	-	-
“A” Ordinary shares of £1 each	-	-	37	37,000
“B” Ordinary shares of £1 each	-	-	13	13,000
Preference shares of £1 each	-	-	-	-
	79		50

On 1 July 2004 the Company was admitted to AIM. Prior to admission all the “B” Ordinary shares were converted to “A” Ordinary shares and 2,360 “A” Ordinary shares were issued to Sigma Technology Management Limited. Subsequent to these events, but immediately prior to admission, each “A” Ordinary share was sub-divided into 400 new Ordinary shares of 0.25pence each.

Prior to admission the Company’s issued share capital was 21,052,632 ordinary shares of 0.25 pence. On admission a further 10,526,316 shares were issued for cash at a nominal value of £26,315. These shares were issued at a price of 28.5 pence per share, generating a share premium of £2,973,684. From this premium, costs of the admission amounting to £410,557 have been deducted, leaving a share premium account totalling £2,563,127 (also see note 10).

10 Reserves

Group	Share premium account £’000	Capital redemption reserve £’000	Other reserves £’000	Profit and loss account £’000	Total £’000
At 1 January 2004	-	200	20	754	974
Retained profit for the year	-	-	-	280	280
Shares issued	2,974	-	-	-	2,974
Issue costs	(411)	-	-	-	(411)
At 31 December 2004	2,563	200	20	1,034	3,817

Company	Share premium account £’000	Capital redemption reserve £’000	Other reserves £’000	Profit and loss account £’000	Total £’000
At 1 January 2004	-	200	20	24	244
Retained profit for the year	-	-	-	448	448
Shares issued	2,974	-	-	-	2,974
Issue costs	(411)	-	-	-	(411)
At 31 December 2004	2,563	200	20	472	3,255

11 Reconciliation of operating profit to net cash inflow from operating activities

	Unaudited	Audited
	2004 £’000	2003 £’000
Operating profit	625	418
Issue of share options	-	15
Depreciation of tangible assets	61	51
Amortisation of intangible fixed assets	17	18
Negative goodwill amortised	(3)	(3)
(Increase)/decrease in work in progress	(5)	1
(Increase)/decrease in debtors	(257)	221
Increase in creditors	229	169
Net cash inflow from operating activities	667	890

12 Analysis of net funds/(debt)

	31 December 2004 £’000	Cash movements £’000	Other non- cash changes £’000	31 December 2003 £’000
Cash at bank and in hand	3,183	2,682	-	501
Overdrafts	(9)	450	-	(459)
Finance leases	(21)	8	(16)	(13)
Total	3,153	3,140	(16)	29

13 Post balance sheet event

On 4 January 2005 Adventis Group plc acquired 100% of the share capital of Affiniti (UK) Limited, a company providing marketing services to the healthcare industry.