RNS Number:6468P
Rotork PLC
03 August 2005

3 August 2005



                                  Rotork p.l.c

                              INTERIM ANNOUNCEMENT

Continued growth in turnover, operating profit and order book


FINANCIAL HIGHLIGHTS

*        Turnover increased by 17% to #78.3m (2004: #66.8m)

*        Profit from operations increased by 17% to #16.2m (2004: #13.9m)

*        EPS 12.7p up 14% (2004: 11.1p)

*        Order intake 23% higher than first half of 2004

*        Record order book up 29% since June 2004 excluding
         impact of PCI acquisition

*        Interim dividend of 5.9p up 10% (2004: 5.35p)

*        Interim Report and all comparative figures prepared under IFRS



Chief Executive, Bill Whiteley, commenting on the results said:

"2005 has started well and we are pleased to report further strong growth in
each of our divisions. Our worldwide markets were generally favourable with a
continued increase in projects requiring valve automation.  The increase was
broadly based with all three divisions increasing order intake and with most of
our geographic and end user markets performing well.

"We are confident of meeting our growth expectations for the year."


For further information, please contact:

Rotork p.l.c.                                      Tel:  01225 733200
Bill Whiteley, Chief Executive
Bob Slater, Finance Director

Financial Dynamics                                 Tel:  020 7269 7224
Sally Lewis



REVIEW OF OPERATIONS

Financial Results

We are pleased to report strong growth in all of our divisions.  Turnover
increased by 17% in a period little affected by exchange rate movements.  Profit
from operations increased by 17% compared with the 2004 results which have been
restated under International Financial Reporting Standards.  Order intake once
again exceeded sales output leading to a new record order book level.

Operating Review

Our worldwide markets were generally favourable with a continued increase in
projects requiring valve automation.  The order input increase of over 23% was
slightly flattered by two substantial orders being received towards the end of
the second quarter.  The increase was, however, broadly based with each of the
three divisions increasing order intake and with most of our geographic and end
user markets performing well.  The largest increases came from the Asia and Far
East region with order intake from China, India and Singapore being particularly
strong.  This was supported by good input in North America, RFS in Italy and the
various UK activities.  The order book, excluding acquisitions, at the end of
the period was 29% up on the same period last year and 37% up on the end of last
year.  Although the impact of currencies was broadly neutral for the comparative
period the order book benefited from the stronger dollar on 30th June 2005.

Electric Actuators

Electric actuator input value was up 22% on the prior year.  Most operations
benefited from increased activity albeit in some of these cases the increase in
business was due to projects outside of their territories being placed through
local OEM customers.  The power market was particularly active and represented
33% of the input units in the period, up from 23% in the corresponding period.
The main markets for these actuators are China and India which continued to show
impressive growth.  However we also  had important contract wins in the Middle
East/Africa region and the UK which further boosted this figure.  Units ordered
by the oil & gas sector increased by 15% with substantial increases again being
seen in Asia and the Far East although as a percentage of total input it fell
from 37% to 34%.  We benefited from an increasing number of Chinese pipeline,
tank farm and refinery projects in addition to a number of large contracts
elsewhere in the region.  Actuators being sold into the water market represented
25% of our total units with good levels of business in South East Asia and the
U.S.

Both the IQT and AWT ranges sold well above expectations in the period and had a
positive impact on our ability to win major projects.

Operating profit increased by over 19% in a period where, for once, there was a
broadly neutral currency impact.  Profits from the Bath plant were up as we
continued to achieve increased output levels.  The service & retrofit
businesses, based in Bath and Leeds, were also very active.  In Europe, good
profit increases were achieved in Italy, Germany and Spain.  The U.S. continued
to see an impressive increase in its sales and profits as did nearly all of our
Asian and Far Eastern operations.  Material costs were kept under good control
although some increases, due to high raw material and energy costs, came through
into our component prices.  Actions aimed at strengthening our supply chain were
also responsible for some modest cost increases but a number of initiatives
being worked upon at the moment will mean that savings in component costs should
be re-established next year.

Rotork Fluid System

We continued to achieve rapid growth in this business with total order intake
rising 41%.  On a like for like basis, excluding PCI which was purchased during
the first half of the year, order intake was up 29%.  In addition to the
continued growth of this business through our international network of sales
companies, a number of large contracts were won by the Italian and U.S.
operations.  Due to the timing of these projects the order book climbed by 63%
excluding PCI.  The upstream oil and gas, transmission markets and projects
connected with LNG production and shipments remain active.  This means that we
are confident that there will be good progress for the year as a whole in spite
of the modest first half performance, when the return on sales was negatively
impacted by losses in the U.S. and Canada.  These operations were profitable in
2004 and are forecasting profits for the year as a whole.

The acquisition of PCI in March has helped to add new high pressure products and
new markets to this division.  This business, which is based in Northern
Germany, was purchased in March for Euro9.8m including deferred consideration.
During our period of ownership it has contributed #2.1m of output with a net to
sales return of 13% before adjustments for IFRS intangible amortisation.

Rotork Gears

Gears' input grew at 6% despite some weaknesses within its business.  The order
book, which tends to be shorter within this division due to the nature and
application of its products, grew by 32%.  During the half year sales output
grew by 12% and operating profits by a particularly strong 23% due to good
performances at both the Leeds and Losser plants, which have focussed on their
costs of materials and operational efficiency.

Dividend

The interim dividend is to be increased by 10% to 5.9p, and will be payable on
27 September to all shareholders on the register at 2 September 2005.

Outlook

Many of our important geographic and end user markets remain active with
continuing high levels of investment being planned.  However we may not benefit
from specific large project orders to the same extent as in the first half of
the year.  The output comparisons are flattered by a somewhat production
constrained first half of 2004.  Further production increases are anticipated in
the second half, which are supported by the order book at the end of June.  This
makes us confident of meeting our growth expectations for the year.

BILL WHITELEY
Chief Executive
2 August 2005



Consolidated Income Statement

Unaudited
                                                                First half      First half       Full year
                                                                      2005            2004            2004
                                                  Notes               #000            #000            #000

Revenue                                             2               78,324          66,829         146,883

Profit from operations                              2               16,224          13,871          30,432

Financial income                                    3                2,169           2,206           4,766
Financial expenses                                  3              (2,116)         (1,829)         (3,692)

Profit before tax                                                   16,277          14,248          31,506
                                                        
Tax expense                                                        (5,372)         (4,581)        (10,508)

Profit for the period                                               10,905           9,667          20,998

                                                                     pence           pence           pence

Basic earnings per share                            4                 12.7            11.1            24.5
Diluted earnings per share                          4                 12.6            11.0            24.3



Consolidated Statement of Recognised Income and Expense

Unaudited                                                       First half      First half       Full year
                                                                      2005            2004            2004
                                                                      #000            #000            #000

Foreign exchange translation differences                               890         (1,792)         (1,212)
Cash flow hedges: effective portion of changes                       (210)               -               -
in fair value
Actuarial loss in pension scheme                                         -               -         (5,792)
Movement on deferred tax relating to actuarial                           -               -             237
loss

Net gain / (loss) recognised directly in                               680         (1,792)         (6,767)
equity

Profit for the period                                               10,905           9,667          20,998

Total recognised income and expense for the                         11,585           7,875          14,231
period




Consolidated Balance Sheet


Unaudited                                                          30 June         30 June        31 Dec
                                                                      2005            2004          2004
                                                                      #000            #000          #000

Property, plant and equipment                                       17,644          14,091        13,877
Intangible assets                                                   21,536          19,955        20,169
Deferred tax assets                                                  5,905           6,500         6,988
Other receivables                                                      231             493           489
Total non-current assets                                            45,316          41,039        41,523


Inventories                                                         26,310          20,929        21,015
Trade receivables                                                   31,094          27,566        34,060
Income tax receivable                                                2,147           1,194         2,176
Other receivables                                                    3,887           3,485         2,525
Cash and cash equivalents                                           20,502          18,794        25,298
Total current assets                                                83,940          71,968        85,074

Total assets                                                       129,256         113,007       126,597

Issued capital                                                       4,308           4,297         4,300
Preference shares                                                        -              47            47
Share premium                                                        5,498           4,871         4,993
Reserves                                                             1,299           (155)           425
Retained earnings                                                   61,299          57,098        58,489
Total equity                                                        72,404          66,158        68,254

Interest bearing loans and borrowings                                1,415             163           268
Employee benefits                                                   22,023          17,985        23,569
Deferred tax liabilities                                               989             740         1,155
Provisions                                                             531             427           521
Total non-current liabilities                                       24,958          19,315        25,513

Bank overdraft                                                         268               -           473
Interest bearing loans and borrowings                                  197              61           253
Trade payables                                                      13,909          12,623        15,609
Income tax payable                                                   7,062           6,280         5,779
Other payables                                                       9,396           7,715         9,674
Provisions                                                           1,062             855         1,042
Total current liabilities                                           31,894          27,534        32,830

Total liabilities                                                   56,852          46,849        58,343

Total equity and liabilities                                       129,256         113,007       126,597




Consolidated Statement of Cash Flows


Unaudited                                                      First half       First half     Full year
                                                                     2005             2004          2004
                                                                     #000             #000          #000

Profit from operations                                             16,224           13,871        30,432
Amortisation of intangibles                                           169               47            70
Amortisation of development costs                                     146              161           322
Depreciation                                                        1,357            1,181         2,577
Charge for share schemes                                              134               76           208
Loss / (profit) on sale of fixed assets                                42                -          (72)
                                                                   18,072           15,336        33,537
Increase in inventories                                           (3,680)          (2,615)       (2,600)
Decrease / (increase) in trade and other receivables                4,225            (815)       (6,228)
(Decrease) / increase in trade and other payables                 (1,551)              220         4,130
Decrease in provisions                                               (16)            (443)         (130)
Difference between pension charge and cash contribution             (753)          (5,243)       (5,633)
(Decrease) / increase in other employee benefits                    (794)            (191)           748
Income taxes paid                                                 (3,933)          (3,609)      (10,441)
Cash flows from operating activities                               11,570            2,640        13,383

Purchase of tangible fixed assets                                   (738)          (1,903)       (3,099)
Development costs capitalised                                       (120)             (51)         (102)
Proceeds from sale of tangible fixed assets                            11               35           295
Acquisition of subsidiary net of cash acquired                    (7,256)            (784)         (912)
Interest received                                                     285              674           973
Cash flows from investing activities                              (7,818)          (2,029)       (2,845)

Issue of ordinary share capital                                       513              333           458
Purchase of ordinary share capital                                  (913)            (691)         (691)
Purchase of own preference shares                                       -              (5)           (5)
Interest paid                                                        (75)             (16)         (136)
Repayment of amounts borrowed                                       (319)             (33)           188
Repayment of finance lease liabilities                               (53)             (34)          (58)
New borrowings                                                      1,503                -             -
Dividends on ordinary shares                                      (8,342)         (13,157)      (17,751)
Dividends on preference shares                                          -              (2)           (4)
Cash flows from financing activities                              (7,686)         (13,605)      (17,999)

Net decrease in cash and cash equivalents                         (3,934)         (12,994)       (7,461)

Cash and cash equivalents at 1 January                             24,825           32,134        32,134
Effect of exchange rate fluctuations on cash held                   (657)            (346)           152
Cash and cash equivalents at end of period                         20,234           18,794        24,825


Notes to the Interim Report

1.    Status of Interim Report and accounting policies

The interim report was approved by the Directors on 2 August 2005.  It should be
read in conjunction with the 2004 audited IFRS restated accounts announced on 21
June 2005, which contain the accounting policies adopted under IFRS and a
reconciliation of the 2004 income statement and opening and closing balance
sheets from UK GAAP to IFRS.

The financial information for the six months to 30 June 2005 and the comparative
figures for the six months to 30 June 2004 are unaudited and have been prepared
on the basis of the accounting policies set out in the Group's audited IFRS
restated accounts announced on 21 June 2005 for the year ended 31 December 2004.
A reconciliation of the adjustments made to the June 2004 income statement and
balance sheet is shown in note 6.

The directors have assumed that the December 2004 amendment to IAS 19 - Employee
Benefits and the 2005 amendments to IAS 39 will be adopted by the EU in
sufficient time that they will be available for use in the IFRS financial
statements for the year ending 31 December 2005.  In addition, the adopted IFRSs
that will be effective (or available for early adoption) in the financial
statements are still subject to change and to additional interpretations and
therefore cannot be determined with certainty.  Accordingly the accounting
policies for the year ended 31 December 2005 will be determined finally only
when the financial statements for that year are prepared.

As permitted by IFRS 1, the following standards: IFRS 5 - Non-current Assets
Held for Sale and Discontinued Operations, IAS 32 - Financial Instruments:
Disclosure and Presentation and IAS 39 - Financial Instruments: Recognition and
Measurement have not been applied until 1 January 2005 and accordingly no
adjustment has been made to the 30 June 2004 or 31 December 2004 numbers.

The comparative figures for the financial year ended 31 December 2004 are not
the Company's statutory accounts for that financial year.  Those accounts, which
were prepared under UK GAAP, have been reported on by the Company's auditors and
delivered to the registrar of companies.  The report of the auditors was
unqualified and did not contain statements under section 237(2) or (3) of the
Companies Act 1985.  The IFRS financial information for the year ended 31
December 2004 is an abridged version of the accounts for that year which
received an unqualified report from the auditors prior to their release on 21
June 2005.

2.    Segmental reporting

                                 First half  First half   Full year First half   First half   Full year
                                       2005        2004        2004        2005        2004        2004
                                       #000        #000        #000        #000        #000        #000

                                               Revenue                    Profit from operations
Analysis by operation

Electrics                             58,243      50,574     109,345     14,554     12,179      26,054
Gears                                  9,339       8,334      17,806      1,857      1,507       3,203
Fluid system                          13,267       9,976      23,802        784        967       3,016
Unallocated costs                          -           -           -      (971)      (782)     (1,841)
Inter-segmental elimination          (2,525)     (2,055)     (4,070)          -          -           -
                                      78,324      66,829     146,883     16,224     13,871      30,432


                                           Segment assets                  Segment liabilities

Electrics                             59,942      55,842      58,083     37,684     33,510     43,081
Gears                                 13,025      14,024      12,997      2,681      3,126      3,901
Fluid system                          27,741      16,653      21,054      6,556      2,969      3,433
Unallocated                           28,548      26,488      34,463      9,931      7,244      7,928
                                     129,256     113,007     126,597     56,852     46,849     58,343

Revenue from external customers by location of customer
                                                                   First half  First half   Full year
                                                                         2005        2004        2004
                                                                         #000        #000        #000

Europe                                                                 33,761      29,630      66,036
Americas                                                               22,544      19,877      41,704
Rest of world                                                          22,019      17,322      39,143
                                                                       78,324      66,829     146,883
Segment assets by location of assets

                                                                   First half  First half   Full year
                                                                         2005        2004        2004
                                                                         #000        #000        #000

Europe                                                                 63,024      52,983      58,494
Americas                                                               23,608      21,513      20,139
Rest of world                                                          14,076      12,023      13,501
Unallocated                                                            28,548      26,488      34,463
                                                                      129,256     113,007     126,597


3.    Financial income / expenses


                                                                      First half   First half   Full year
                                                                            2005         2004        2004

                                                                            #000         #000        #000

Interest income                                                              309          464         849
Expected return on assets in the pension schemes                           1,828        1,738       3,477
Foreign exchange gain                                                         32            4         440
                                                                           2,169        2,206       4,766

Interest expense                                                            (80)         (33)       (136)
Interest charge on pension scheme liabilities                            (1,965)      (1,778)     (3,556)
Foreign exchange loss                                                       (71)         (18)           -
                                                                         (2,116)      (1,829)     (3,692)



4.    Earnings per share

Earnings per share is calculated using the profit attributable to the ordinary
shareholders for the period and 86.0 million shares (six months to 30 June 2004:
85.7 million; year to 31 December 2004: 85.8 million) being the weighted average
ordinary shares in issue.

Diluted earnings per share is calculated using the profit attributable to the
ordinary shareholders for the period and the weighted average ordinary shares in
issue adjusted to assume conversion of all dilutive potential ordinary shares
under the Group's option schemes and Long-Term Incentive Plan.

5.    Reconciliation of movements in equity

                         Share   Preference     Share   Translation   Hedging      Capital    Retained      Total
                                     shares   premium       reserve   reserve   redemption    earnings
                       Capital                                                     reserve

Equity at 1 January      4,300           47     4,993       (1,212)         -        1,637      58,489     68,254
2005
Reclassification of          -         (47)         -             -         -            -           -       (47)
preference share
capital as debt
under IAS32
Hedging reserve at           -            -         -             -       194            -           -        194
1 January 2005 on
implementation of
IAS39
Restated equity at       4,300            -     4,993       (1,212)       194        1,637      58,489     68,401
1 January 2005
Profit for the               -            -         -             -         -            -      10,905     10,905
period
Other items in the           -            -         -           890     (210)            -           -        680
statement of
recognised income
and expense
Equity settled               -            -         -             -         -            -          11         11
transactions net of
tax
Share options                8            -       505             -         -            -           -        513
exercised by
employees
Own ordinary shares          -            -         -             -         -            -       (913)      (913)
acquired
Own ordinary shares          -            -         -             -         -            -       1,149      1,149
awarded under share
schemes
Dividends to                 -            -         -             -         -            -     (8,342)    (8,342)
shareholders
Equity at 30 June        4,308            -     5,498         (322)      (16)        1,637      61,299     72,404
2005


                         Share   Preference     Share   Translation   Hedging      Capital    Retained      Total
                       Capital       shares   premium       reserve   reserve   redemption    earnings
                                                                                   reserve

Equity at 1 January      4,292           50     4,543             -         -        1,634      60,567     71,086
2004
Profit for the               -            -         -             -         -            -       9,667      9,667
period
Other items in the           -            -         -       (1,792)         -            -           -    (1,792)
statement of
recognised income
and expense
Equity settled               -            -         -             -         -            -          17         17
transactions net of
tax
Share options                5            -       328             -         -            -           -        333
exercised by
employees
Own ordinary shares          -            -         -             -         -            -       (691)      (691)
acquired
Own ordinary shares          -            -         -             -         -            -         702        702
awarded under share
schemes
Own preference               -          (3)         -             -         -            3         (5)        (5)
shares acquired
Preference share             -            -         -             -         -            -         (2)        (2)
dividends
Dividends to                 -            -         -             -         -            -    (13,157)   (13,157)
shareholders
Equity at 30 June        4,297           47     4,871       (1,792)         -        1,637      57,098     66,158
2004

                         Share   Preference     Share   Translation   Hedging      Capital    Retained      Total
                       Capital       shares   premium       reserve   reserve   redemption    earnings
                                                                                   reserve

Equity at 1 January      4,292           50     4,543             -         -        1,634      60,567     71,086
2004
Profit for the               -            -         -             -         -            -      20,998     20,998
period
Other items in the           -            -         -       (1,212)         -            -     (5,555)    (6,767)
statement of
recognised income
and expense
Equity settled               -            -         -             -         -            -         228        228
transactions net of
tax
Share options                8            -       450             -         -            -           -        458
exercised by
employees
Own ordinary shares          -            -         -             -         -            -       (691)      (691)
acquired
Own ordinary shares          -            -         -             -         -            -         702        702
awarded under share
schemes
Own preference               -          (3)         -             -         -            3         (5)        (5)
shares acquired
Preference share             -            -         -             -         -            -         (4)        (4)
dividends
Dividends to                 -            -         -             -         -            -    (17,751)   (17,751)
shareholders
Equity at 31             4,300           47     4,993       (1,212)         -        1,637      58,489     68,254
December 2004

6.    Explanation of transition to IFRS

An explanation of the impact of the transition to IFRS on the December 2004
financial statements was included in the audited 2004 accounts restated under
IFRS announced on 21 June 2005.  This note identifies the impact of restatement
on the income statement for the six months to June 2004 and the balance sheet at
30 June 2004.


Balance sheets                               1 January 2004                         30 June 2004

                            Notes     Previous     Effect of       IFRS     Previous     Effect of       IFRS
                                          GAAP transition to                    GAAP transition to
                                                        IFRS                                  IFRS

Assets

Property, plant and                     13,640             -     13,640       14,091             -     14,091
equipment
Intangible assets            a, c       19,057           992     20,049       18,484         1,471     19,955
Deferred tax assets             b            -         6,605      6,605            -         6,500      6,500
Other receivables                          486             -        486          493             -        493
                                       _______       _______    _______      _______       _______    _______
Total non-current assets                33,183         7,597     40,780       33,068         7,971     41,039

Inventories                             18,570             -     18,570       20,929             -     20,929
Trade receivables                       28,973             -     28,973       27,566             -     27,566
Income tax receivable                    1,226             -      1,226            -         1,194      1,194
Other receivables            b, e        2,767         (954)      1,813        9,453       (5,968)      3,485
Cash and cash equivalents               32,253             -     32,253       18,794             -     18,794
                                       _______       _______    _______      _______       _______    _______
Total current assets                    83,789         (954)     82,835       76,742       (4,774)     71,968
                                       _______       _______    _______      _______       _______    _______
Total assets                           116,972         6,643    123,615      109,810         3,197    113,007
                                       =======       =======    =======      =======       =======    =======
Equity
Issued capital                           4,292             -      4,292        4,297             -      4,297
Preference shares                           50             -         50           47             -         47
Share premium                            4,543             -      4,543        4,871             -      4,871
Reserves                       d         4,039       (2,405)      1,634        4,042       (4,197)      (155)
Retained earnings                       49,569        10,998     60,567       47,393         9,705     57,098
                                       _______       _______    _______      _______       _______    _______
Total equity                            62,493         8,593     71,086       60,650         5,508     66,158
                                       _______       _______    _______      _______       _______    _______

Liabilities
Interest bearing loans                     129             -        129          163             -        163
and borrowings
Employee benefits              e        13,653         9,113     22,766       13,511         4,474     17,985
Deferred tax liabilities       f           128           665        793          108           632        740
Provisions                     e         1,612       (1,037)        575        1,618       (1,191)        427
                                       _______       _______    _______      _______       _______    _______
Total non-current                       15,522         8,741     24,263       15,400         3,915     19,315
liabilities

Bank overdraft                             119             -        119            -             -          -
Interest bearing loans                     118             -        118           61             -         61
and borrowings
Trade payables                          12,460             -     12,460       12,623             -     12,623
Income tax payable                       5,020             -      5,020        5,086         1,194      6,280
Other payables             e , g        20,090      (10,691)      9,399       15,135       (7,420)      7,715
Provisions                               1,150             -      1,150          855             -        855
                                       _______       _______    _______      _______       _______    _______

Total current liabilities               38,957      (10,691)     28,266       33,760       (6,226)     27,534

Total liabilities                       54,479       (1,950)     52,529       49,160       (2,311)     46,849
                                       _______       _______    _______      _______       _______    _______
Total equity and                       116,972         6,643    123,615      109,810         3,197    113,007
liabilities
                                       =======       =======    =======      =======       =======    =======


Notes to the explanation of transition to IFRS

Following completion of an actuarial valuation of the main defined benefit
pension scheme in the second half of 2004, the Board decided that the accounting
requirements of FRS17 should be adopted for the 2004 financial statements.  This
was reflected as a prior year adjustment in the 2004 accounts.  In the 2004
accounts restated under IFRS announced on 21 June 2005 the adjustments arising
from adopting FRS17 were included in the UK GAAP numbers for both 1 January and
31 December 2004.  To ensure consistency the UK GAAP numbers for 30 June 2004
have also been restated from those announced last year to reflect FRS17, the
impact of this prior year adjustment is:

                                                                                First half    Full year
                                                                                      2004         2004
                                                                                      #000         #000

Increase in profit from operations                                                     243          633
Increase in financial expenses                                                        (39)         (79)
Increase in tax expense                                                               (61)        (137)
Increase in retained profit                                                            143          417

Increase in employee benefits                                                     (13,510)     (13,885)


a)         Intangible assets

No amortisation of goodwill is charged to the income statement in the period
under IFRS.  Under UK GAAP #636,000 was charged during the period so this has
been reversed.

Development costs of #992,000 at 1 January 2004 and #882,000 at 30 June 2004
that qualified for recognition as an intangible asset under IFRSs had not been
recognised under UK GAAP.  They are recognised under IFRS at the date of
transition and at 30 June 2004 respectively.  During the first half of 2004
#161,000 of development expenditure was amortised and #51,000 of costs expensed
under UK GAAP were capitalised.

Total adjustments to intangibles are made up as follows:
                                                                  1 January 2004       30 June
                                                                                          2004

Reverse goodwill amortised through the income statement                        -           636
Capitalised development costs                                                992           882
Amortised intangible assets                                                    -          (47)

                                                                             992         1,471

b)         Deferred tax assets

Under UK GAAP the defined benefit pension scheme liability was reflected in the
financial statements net of deferred taxation.  On transition to IFRS this has
been shown in the accounts as a deferred tax asset.  The deferred tax asset on
accumulated actuarial gains and losses at 1 January 2004 was #5,850,000, the tax
credit in the period was #62,000 resulting in an asset of #5,788,000 at 30 June
2004.  Deferred tax assets which were shown within debtors have been transferred
to non-current assets and deferred tax has been provided on the share based
payments and the amortisation of intangibles:

                                                    1 January 2004      Movement       30 June
                                                                                          2004
Deferred tax asset
Previously in employee benefits under UK GAAP                5,850          (62)         5,788
Previously in other receivables under UK GAAP                  954            14           968
Amortisation of intangibles                                      -            14            14
Share based payments                                           155          (71)            84
Set off of tax                                               (354)             -         (354)
                                                             _____         _____         _____

Total                                                        6,605         (105)         6,500
                                                             =====         =====         =====

c)         Acquisition of subsidiary

The acquisition of Deanquip Valve Automation in January 2004 has been restated
under IFRS3.  As a consequence of applying IFRS3 the acquisition has been
re-examined with a view to identifying specific intangibles.  As a result
intangibles previously treated as goodwill and amortised over 20 years are now
being held on the balance sheet and are amortised over their estimated useful
lives.  The intangible assets identified and the charge to the accounts in 2004
in respect of these intangibles is as follows:

                                                               Intangible at     Amortisation
                                                                 acquisition   charge in 2004

Company name                                                              31               10
Customer relationships                                                   233                8
Order backlog at acquisition                                              25               25
Agency agreements                                                         60                6
Currency adjustment                                                        -              (2)
                                                                       _____            _____

                                                                         349               47
Goodwill                                                                 322                -
                                                                       _____            _____

                                                                         671               47
                                                                       =====            =====

The intangible amortisation for the period has been charged partly in cost of
sales (#37,000) and partly in administration expenses (#10,000).

d)         Reserves

A number of reserves are required under IFRS which were not recorded under UK
GAAP.  The breakdown of this movement at 30 June 2004 is as follows:

                                                        UK GAAP       Adjustment       IFRS

Capital redemption reserve                                1,637                -      1,637
Revaluation reserve                                       2,405          (2,405)          -
Translation reserve                                           -          (1,792)    (1,792)
                                                          _____            _____      _____

Total                                                     4,042          (4,197)      (155)
                                                          =====            =====      =====


The revaluation reserve is eliminated under IFRS as on first time adoption the
value at which the assets are held is deemed to be cost.

The translation reserve historically under UK GAAP has been included in the
retained earnings reserve.


e)         Employee benefits

Rotork adopted FRS17 for the 2004 year end under UK GAAP.  Liabilities under the
Group defined benefit pension schemes were shown on the face of the balance
sheet but were stated net of the associated deferred tax asset.  Under IFRS the
deferred tax has been transferred to non-current assets (see note b) and the
pension liability shown gross under employee liabilities.  At 1 January 2004 the
gross liability was #19,503,000 and at 30 June 2004, #19,299,000.

Under IFRS certain liabilities have been reclassified as employee benefits from
payables and provisions.  These are:

                                                1 January 2004      Movement       30 June
                                                                                      2004

UK GAAP employee benefit (defined benefit               13,653         (142)        13,511
pension scheme deficit net of deferred tax)
Transfer to deferred tax assets (see note b)             5,850          (62)         5,788
Transfer from other receivables - pension                    -       (5,000)       (5,000)
lump sum contribution
Transfer from provisions                                 1,037           154         1,191
Transfer from other payables - non share                 1,447             9         1,456
based payment accruals
Transfer from other payables - share based               1,102           375         1,477
payment accruals
Adjustment of share based payments to IFRS               (323)         (115)         (438)
                                                        ______        ______        ______

Total                                                   22,766       (4,781)        17,985
                                                        ======        ======        ======

f)          Deferred taxation liabilities

Under UK GAAP certain properties had been revalued.  This revaluation was shown
within reserves as a separate reserve but under IFRS this has been consolidated
into retained earnings.  On transition, following IFRS1 the past revaluations
have been adopted as deemed cost.  As a consequence deferred tax of #722,000 has
been provided on the balance at 1 January and 30 June 2004.  In addition, the
capitalisation of development costs has led a reduction in the historic charge
to the income statement and requires the creation of a deferred tax liability.
The liability at 1 January 2004 was #297,000 reducing by #33,000 during the year
to #264,000 at 30 June 2004.


                                                1 January 2004      Movement       30 June
                                                                                      2004
Deferred tax liability
UK GAAP deferred tax liabilities                           128          (20)           108
Revaluation reserve tax liability                          722             -           722
Capitalised development costs liability                    297          (33)           264
Set off of tax                                           (354)             -         (354)
                                                         _____         _____         _____

Total                                                      793          (53)           740
                                                         =====         =====         =====


g)         Other payables

Under UK GAAP dividends are accounted for once proposed but IFRS only reports
dividends as a charge to the accounts once paid.  Reversal of the proposed
dividend has reduced other payables by #4,487,000.  Together with the #2,933,000
transfer in respect of UK GAAP employee benefits noted above this accounts for
the #7,420,000 reduction in other payables.


Income statement                                      Notes     Previous    Effect of         IFRS
                                                                    GAAP   transition
                                                                              to IFRS

Revenue                                                           66,829            -       66,829

Profit from operations                           a, c, h, j       13,346          525       13,871
Net financial income                                      j          390         (13)          377
                                                                 _______      _______      _______
Profit before tax                                                 13,736          512       14,248
Tax expense                                               i      (4,616)           35      (4,581)
                                                                 _______      _______      _______
Net profit for the year                                            9,120          547        9,667
                                                                 =======      =======      =======

Basic earnings per share                                           10.5p         0.6p        11.1p
Diluted earnings per share                                         10.4p         0.6p        11.0p


h)         Employee share schemes

The Group applied IFRS2 to its active share based payment arrangements at 1
January 2004 except for those granted before 7 November 2002 and not vested by
date of transition or 1 January 2005.  The effect of accounting for equity
settled share based payment transactions at fair value is to increase profit
from operations by #33,000.  The increase in profit reflects the reversal of
provisions made under UK GAAP for the Long-Term Incentive Plan offsetting the
charges for the option and Save As You Earn schemes.

i)          Tax expense

The income tax charge in the income statement has changed as a result by the tax
effect of some of the UK GAAP to IFRS adjustments.  The analysis of the net
change is:


Amortisation of intangibles (see note b)                                                 14
Capitalised development costs (see note f)                                               33
Cash settled share based payments                                                        13
Equity settled share based payments                                                    (25)
                                                                                      _____
                                                                                         35
                                                                                      =====

j)                     Exchange gains and losses

Under UK GAAP exchange gains and losses were reported in operating profit.
Under IFRS any gains and losses resulting from retranslation of currency
deposits are shown in net financial income which has resulted in profit from
operations being increased by #13,000 and net financial income being reduced by
the same amount.

7.    Shareholder information

This interim report is being sent to all shareholders and copies are available
to the public from the Registered Office at the address below.  The interim
report is also available on the company's website at www.rotork.com.

We offer shareholders a dividend reinvestment plan (DRIP) under which
shareholders can reinvest their cash dividends in the company, by buying shares
in the market at competitive dealing rates.  If you have already elected to join
the DRIP, there is no further action for you to take.

If you would like to join for the first time, please contact our registrars
below.

Lloyds TSB Registrars
The Causeway
Worthing
West Sussex
BN99 6DA

Share dividend helpline number - 0870 241 3018

8.    Group information

Secretary and registered office:
Stephen Rhys Jones
Rotork plc
Rotork House
Brassmill Lane
Bath BA1 3JQ

Company website:
www.rotork.com



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

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