As part of the Group's objective to reduce its overall pension liability, additional contributions of GBP1.3 million and GBP0.3 million (2009: GBP1.2 million and GBP0.3 million) were paid to the Johnson Group Staff Pension Scheme and the WML Final Salary Pension Scheme respectively, during the period to 31st December 2010. No additional contributions were paid to the Semara Augmented Pension Plan (2009: nil).

Following discussions with the Group's appointed actuary it has been identified that an actuarial loss of GBP1.5 million (2009: loss of GBP13.6 million) should be recognised in the year to 31st December 2010. This is as a result of the scheme assets and liabilities performing differently to previous assumptions and changes to the assumptions used in calculating scheme liabilities.

During the year the retirement benefit obligations have reduced as a result of a reduction in liabilities due to a past service credit of GBP2.2 million, details of which are given in note 3.

The gross retirement benefit liability and associated deferred tax asset thereon, together with the net liability is shown below:

 
                                        2010    2009 
                                        GBPm    GBPm 
 
 Gross retirement benefit liability     16.8    20.4 
 Deferred tax asset thereon            (4.5)   (5.7) 
------------------------------------  ------  ------ 
 Net liability                          12.3    14.7 
------------------------------------  ------  ------ 
 

The reconciliation of the opening gross retirement benefit liability to the closing gross retirement benefit liability is shown below:

 
                                                2010    2009 
                                                GBPm    GBPm 
 
 Opening gross retirement benefit liability     20.4    20.6 
 Current service cost                            0.5     0.5 
 Past service cost                             (2.2)   (2.5) 
 Curtailment gain                                  -   (9.9) 
 Notional interest                             (0.8)     0.7 
 Employer contributions                        (2.5)   (2.5) 
 Actuarial loss                                  1.5    13.6 
 Utilisation of healthcare provision           (0.1)   (0.1) 
--------------------------------------------  ------  ------ 
 Closing gross retirement benefit liability     16.8    20.4 
--------------------------------------------  ------  ------ 
 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

10 BUSINESS COMBINATIONS AND DISCONTINUED OPERATIONS

ACQUISITIONS

During the year the Group acquired seven Facilities Management contracts and six related special purpose companies ("SPC") from Jarvis PLC (in administration).

Details of the acquired contracts are given below:

 
 Date of             Facilities          Name of Related     Country 
 Acquisition         Management          SPC                  of Incorporation 
                     Contract 
 
 6th May 2010        Hospital in         N/A                 N/A 
                     Newbury 
 3rd June 2010       School in Dorset    Colfox School       England 
                                         Services Limited 
 28th June 2010      School in Leeds     Cardinal Heenan     England 
                                         School Services 
                                         Limited 
 27th August         Hospital in         Dundee Healthcare   Scotland 
  2010               Dundee              Services Limited 
 16th September      School in           Barnhill School     England 
  2010               Hillingdon,         Services Limited 
                     London 
 1st December        School in           Balfron Schools     Scotland 
  2010               Stirlingshire       Services Limited 
 23rd December       Two schools in      East Ren Schools    Scotland 
  2010               East                Services Limited 
                     Renfrewshire 
 

In all cases 100% of the share capital of the SPC was acquired.

All contracts not already acquired by 3rd July 2010 have been operated under license from that date up until the date of acquisition.

On 27th August 2010 Johnsons Apparelmaster Limited acquired certain trade and assets from a small independent supplier of personal protective equipment.

Acquisitions during the year are as follows:

 
                                        Net Assets                        Fair 
                                                 /                       Value 
                                     (Liabilities)     Fair Value    of Assets 
                    Consideration         Acquired    Adjustments     Acquired 
                             GBPm             GBPm           GBPm         GBPm 
 
 Facilities 
  Management 
  contracts and 
  related 
  companies                   2.6            (1.0)            3.6          2.6 
 Textile Rental 
  trade and 
  assets                      0.1                -            0.1          0.1 
-----------------  --------------  ---------------  -------------  ----------- 
 Total                        2.7            (1.0)            3.7          2.7 
-----------------  --------------  ---------------  -------------  ----------- 
 

All of the consideration was paid in cash during the year.

An analysis of the assets and liabilities acquired is provided below:

 
                                        Net Assets                        Fair 
                                                 /                       Value 
                                     (Liabilities)     Fair Value    of Assets 
                                          Acquired    Adjustments     Acquired 
                                              GBPm           GBPm         GBPm 
 
 Intangible assets - contracts 
  acquired                                       -            4.1          4.1 
 Receivables                                   1.1          (0.1)          1.0 
 Cash - Lifecycle funds                        2.3              -          2.3 
 Cash - Other                                  1.1              -          1.1 
 Payables                                    (5.5)          (0.3)        (5.8) 
 Total                                       (1.0)            3.7          2.7 
---------------------------------  ---------------  -------------  ----------- 
 

In addition, professional fees of GBP1.4 million have been charged to the Income Statement in respect of business acquisition activity. Of this amount, GBP0.2 million remains payable at the year end.

An analysis of net cash flows in respect of business acquisition activity is provided below:

 
                                     GBPm 
 
 Consideration paid                   2.7 
 Professional fees paid               1.2 
 Cash acquired - Lifecycle funds    (2.3) 
 Cash acquired - Other              (1.1) 
 Total                                0.5 
---------------------------------  ------ 
 

Since acquisition (or, if earlier, since being operated under license) the acquired Facilities Management contracts and related companies have generated profits of GBP0.3 million on revenue of GBP5.6 million. Had all contracts and companies been owned since the start of the year the anticipated overall profit generated would have been GBP0.6 million on revenue of GBP10.0 million.

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

10 BUSINESS COMBINATIONS AND DISCONTINUED OPERATIONS (continued)

DISPOSALS

There were no disposals during the year.

On 14th December 2009, and effective from the end of November 2009, Workplace Engineering Limited disposed of its trade and certain assets for an initial cash consideration of GBP0.2 million. A further GBP0.1 million of deferred consideration was received during 2010.

The revenue and result from discontinued operations (including GBP1.6 million goodwill impairment in 2009) together with the post-tax profit or loss on disposal is detailed below:

 
                                                       2010    2009 
                                                       GBPm    GBPm 
 
 Revenue from discontinued operations                     -     4.0 
---------------------------------------------------  ------  ------ 
 
 Loss before taxation from discontinued operations    (0.2)   (4.3) 
 Taxation                                               0.1     0.9 
---------------------------------------------------  ------  ------ 
 Loss for the period                                  (0.1)   (3.4) 
---------------------------------------------------  ------  ------ 
 
 Consideration (net of disposal costs)                  0.1     0.2 
 Total net assets disposed of                             -   (0.3) 
---------------------------------------------------  ------  ------ 
 Pre-tax gain / (loss) on disposal                      0.1   (0.1) 
 Taxation                                                 -       - 
---------------------------------------------------  ------  ------ 
 Profit / (loss) on disposal                            0.1   (0.1) 
---------------------------------------------------  ------  ------ 
 
 Retained loss from discontinued operations               -   (3.5) 
---------------------------------------------------  ------  ------ 
 

Total Net Assets Disposed

 
                                  2010    2009 
                                  GBPm    GBPm 
 
 Intangible assets                   -     0.1 
 Property, plant and equipment       -     0.1 
 Stock                               -     0.1 
 Trade and other receivables         -     0.4 
 Trade and other payables            -   (0.4) 
-------------------------------  -----  ------ 
                                     -     0.3 
-------------------------------  -----  ------ 
 
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