RNS Number:7554J
Southampton Leisure Holdings PLC
02 October 2006


                        Southampton Leisure Holdings Plc

                        Annual Report and Accounts 2006

Chairman's Statement

On behalf of the Board of Southampton Leisure Holdings Plc I present my first
Annual Report for the period ended 30 June 2006. Having only been appointed on
30 June 2006 along with several other new plc directors, we can take very little
credit for the year's performance, both on the field and off, in respect of
commercial achievements. As many of you will be aware, this has been a
challenging period which culminated with the Board changes referred to, but
although this has caused some disruption and reorganisation it has also created
a platform for change.

I am delighted to welcome Michael Wilde, Jim Hone, Lee Hoos, Leon Crouch and
Patrick Trant to the plc Board, and also to welcome Lawrie McMenemy, Mary
Corbett and David Jones onto the Football Club Board.

We have taken the opportunity to totally review our business and have
strengthened the Board by bringing in experienced executives from the football
sector whereby responsibility is devolved and focused. We have also restructured
the commercial side of Southampton Leisure Holdings Plc to maximise off-field
earnings, which is already showing encouraging signs of early growth. In order
that we have the right professionals carrying out the duties they are best
suited to, we have created a separate Southampton Football Club board which is
chaired by Michael Wilde. This board deals with all football related matters.

On the playing side we had mixed fortunes throughout the season with a good
start, poor mid season, but strong finish, enabling us to complete the season in
12th position. We were fortunate enough to secure the services of George Burley,
one of the most sought after managers in the country, in December 2005 and after
a tricky start he was able to get the best out of the players and climb the
table from a precarious position.

Although your new Board was only constituted twelve weeks ago, we have acted
swiftly and decisively to bring in new players recommended by the manager to
strengthen the squad. During the summer transfer window we were one of the
Championship's highest investors in new players, spending approximately #5.7
million in transfer fees. At the time of writing I am pleased to report that we
have played nine league games, losing only one and standing at third position in
the Championship. In addition we have won both our Carling Cup games so far this
term by playing open, attractive and attacking football, as can be evidenced
by score lines of 5-2 and 4-0 respectively.

It is recognised that the financial dynamics of today's football industry means
that it is a priority to be a member of the Premiership and your Board
are united in their desire to achieve that goal. We have restructured, invested
heavily, but hopefully wisely, and created a team which we believe can deliver a
return to the top flight.

During the 13 months ended 30 June 2006, Southampton Leisure Holdings Plc
incurred an operating loss before player trading of #7.2m on a turnover of
#25.7m. Our profits on player trading amounted to #5.9m; net interest payable
was #2.0m, resulting in a loss before tax of #3.3m.

The key to eliminating losses and creating profit is a return to the
Premiership, but your Board is realistic and recognises that a different
approach will be necessary if our prime objective is not achieved. It is obvious
that the Company would benefit from refinancing and endeavours are being made
and will continue to be made to obtain the required funding in the appropriate
manner.

The Board has decided that in view of the losses incurred and the uncertainty of
gaining Premiership football next year, no dividend will be declared.

Conclusion

This has been an extremely difficult period and I would like to thank on behalf
of the Board all stakeholders in Southampton Leisure Holdings Plc, especially
the fans and friends in the community who have played a significant role in
helping your new Board effect the changes that have been made. We cannot promise
you an immediate return to the Premiership, but we have a superb modern stadium,
one of the best youth academies in the country and a first class manager who we
have supported with the largest expenditure Southampton Leisure Holdings Plc has
made in recent years. We also believe that off the field we have created a
strong commercial team that can significantly grow revenue streams

The strength of our squad means that we have an excellent chance of promotion
and this year especially I would ask all our fans and friends in the community
to really get behind your team and help them to reach their maximum potential.

Finally I would like to thank all our employees for their commitment and
flexibility during a period of much change, and carrying out their duties with
integrity and good humour. You are the backbone of our Club and our best
ambassadors.

Ken Dulieu

Chairman
29 September 2006



Chief Executive's Review

In the football industry, results matter.

Opinions also matter, but there is no better measure of the success or otherwise
of a football team or of the club or company to which it belongs, than its
results.

For obvious reasons, football results have a massive impact not only upon the
current financial performance of a professional football club but also upon its
future business prospects and, not least, the potential to attract investment,
generate income and recruit and retain quality football players.

Against this background, it is extremely disappointing, although hardly
surprising to those of us who have tracked the deterioration of the football
club over recent years, to discover that the results of Southampton Leisure
Holdings Plc ("the Company") during the financial period ended 30 June 2006 are
unacceptable and unsustainable. They are the results of relegation from the FA
Premier League in 2005, failure to win promotion last season and a progressive
decline in the Company's fortunes over the past three years.

Attributing blame for the decline in the Company's status as a football business
during that period would be of dubious value, but identifying and correcting the
root causes is essential.

An extensive review of the suspected problems began in January of this year and
culminated in the publication last June of a detailed manifesto for change,
"Saints: Planning For Success" ("the manifesto"), in which a number of
interested parties set out in considerable detail a proposed new corporate
mission, vision, strategy, direction and management style for the Company.

Shortly following the publication of the manifesto, the then Chairman and Joint
Managing Director, Rupert Lowe, his Co-Managing Director, Andrew Cowen, and
three fellow Directors, Guy Askham, Mike Richards and David Windsor-Clive,
resigned from the Board of the Company. They were replaced by the authors of the
manifesto, Ken Dulieu, Mike Wilde, Jim Hone, Lee Hoos and Patrick Trant. These
five new Directors were joined by Leon Crouch who, as the second largest
shareholder in the Company after Mike Wilde, was also invited and agreed to join
the Board on 30 June 2006.

The new Plc Board has now effectively adopted the manifesto as its 'roadmap'
for the purpose of restoring Southampton Football Club ("the Club") to its
former glories. Given that the manifesto was published and circulated to
shareholders just over three months ago, it is unnecessary to itemise here all
of the initiatives that are either already under way or which are soon to be
implemented. However, it is appropriate to mention a small selection of
significant recent developments.

Governance

The Southampton Leisure Holdings and Southampton Football Club boards have been
re-constituted and are now functioning and carrying out their wide-ranging roles
and responsibilities.

Football Matters

The need for a 'Football First' management philosophy to prevail at the football
club was a major theme in the manifesto. This ethos was adopted and put into
practice with effect from 30 June 2006, the day on which the new directors were
appointed to the Board.

A revised organisation structure which recognises and reflects the primacy of
our Football Manager, George Burley, in all professional football matters is
being progressively implemented. The new and evolving structure gives effect to
changes in management reporting and administration following the recent
resignation of Clive Woodward from his role as Technical Support Director of the
football club. Reductions in labour and overhead costs have and will continue to
be effected within the Club's technical support area and residual expenditure
focused on activities and projects that the Football Manager regards as
priorities.

By way of contrast with its relative inactivity last year, Southampton FC has
been amongst the most industrious clubs in the Summer 2006 transfer market.
Eleven first team players have been released or transferred since the end of
last season and the same number recruited to the squad during the transfer
window ended 31 August 2006. The new squad members are Kelvin Davies, Inigo
Idiakez, Mario Licka, Chris Makin, Pele, Grzegorz Rasiak, Marcelo Sarmiento,
Rudi Skacel, Jhon Viafara, Jermaine Wright and Bradley Wright-Phillips. It is
obviously a major challenge for a football manager to handle such a high
turnover of players within a relatively short period. However, it is a challenge
that George Burley and his backroom staff not only welcomed but initiated. This
speaks volumes about their commitment to the Club.

Performances and results on the field of play during the early course of the new
season would suggest that George has traded players and invested available
transfer funds wisely. They would also suggest that he may now have a First Team
Squad capable of winning or coming very close to winning promotion to the FA
Premier League this season.

Work has already begun on extending the Club's scouting network under the
stewardship of our Chief Scout, Simon Hunt and, in keeping with the commitment
to establish Southampton FC as 'England's club of choice' for youth players
determined to reach the highest levels of the game, expenditure and activity
levels within the Company's Youth academy continue unabated. Welsh international
player Gareth Bale, who at only 17 years of age, is perhaps the finest ever
'graduate' of our Academy, signed his first professional contract with the Club
in July of this year. He is an outstanding example of the benefits to be gained
from ongoing investment in youth player development.

Supporter Representation

Dialogue is now in progress with numerous supporters' groups, including the
Saints Trust and Supporters Direct, concerning the objective to provide an
effective framework for supporter consultation and communication. Discussions
to date have been highly encouraging and reinforce the view that supporter
representation at board level will be a highly constructive development for our
business.

Commercial Matters

The manifesto commitment to recruit a new Commercial Director was endorsed by
the Board and led to the appointment of Andy Oldknow, who took up his role as
executive in charge of the Company's marketing and sales activities in mid-July.

Andy is now in the process of effecting the substantial changes in organisation
required to establish an effective, well-integrated, commercial function,
including the creation of a new Supporters' Services Division dedicated to
ensuring delivery of consistently high service levels to our fans.

The season and match-day pricing commitments set out in the manifesto are being
honoured to the maximum extent feasible within the constraints imposed by pre-
existing, commercial policies, practices and procedures from which it has proved
impractical to extract the Company in the short term.

The match attendance of 20,678 for the Carling Cup First Round tie with Yeovil
Town at St Mary's Stadium on 23 August vindicated the heavily discounted ticket
pricing strategy the Club has adopted for one-off matches of this sort.
Moreover, the 'kids for a quid' initiative implemented at the Yeovil Town match
is the clearest possible indication of the board's genuine desire to rebuild and
restore the reputation of Southampton FC as a family-orientated, community-based
Club.

The decline over recent years in a number of the Company's commercial revenue
streams would appear to have been arrested and it is hoped that there will now
be a significant upswing in ticket, merchandise and food and beverage sales.
Whether this materialises will of course depend to a very significant extent
upon the results and performances of our senior team on the field of play.

I would like to take this opportunity to welcome Flybe as our Main Club Sponsor
for the next three seasons. Flybe's local presence and huge commitment to
developing the community means there is a great synergy with Southampton
Football Club. The partnership provides an excellent opportunity for Flybe to
further enhance their profile in the area, while reaching both Saints fans and
the wider community. Flybe is making a significant investment to the Club over
the next three years and I hope that the partnership brings great success both
on and off the field. On behalf of Southampton Football Club, I would like to
thank Flybe for their great support.

Non-Matchday Activities

Quality, service and value remain the primary watchwords for the Club's non-
matchday activities. The stadium events portfolio continues to grow year-on-year
and, on 9 June 2006, St Mary's was the venue for a magnificent rock concert
featuring Bon Jovi, who performed in front of an audience of 35,000 people, the
largest-ever number of people present in the stadium. The event was a huge
success in terms of profitability, enjoyment and employee involvement.

The local business community continues to make extensive and ever-growing use of
stadium facilities for seminars, conferences and gala dinners, as a consequence
of which the Company's catering and events business generated a profit
contribution of almost #1 million during the 13 months ended 30 June 2006, a
truly magnificent achievement.

The Saint Radio Station

The Saint remains the fastest growing FM radio station in the UK and, as the
former chairman of the Company stated to shareholders last September, may have
the potential to become cash positive in the long term. In the meantime every
endeavour is being made to ensure that the best possible value is obtained from
the radio station, which is an effective medium for communicating with the
Club's supporters and local community.

Staff Colleagues

The last six months have been a difficult period for employees. Events leading
up to the changes in board membership on 30 June and the resultant ongoing
changes in organisation have been unsettling, particularly for colleagues
employed within the commercial areas of the business.

Against this background, the resilience, application and performance of our
staff are truly remarkable. Spirits are high, organisation changes and new ways
of working are being welcomed and an outstanding level of motivation is in
evidence throughout the Company. The Board is very grateful for the support it
is receiving and wishes to record here its thanks to all concerned.

Summary and Outlook

Five directors, including the Chairman and Joint Managing Director, Rupert Lowe,
resigned from the Board of Southampton Leisure Holdings Plc on 30 June 2006.
Those Directors were immediately replaced by six new Directors, one of whom, Ken
Dulieu, became Chairman of the Company and another of whom, Mike Wilde, became
Chairman of Southampton Football Club.

The new Directors joined the Company with a detailed 'agenda for change' which
was specified in the published manifesto. The corporate strategy stated in that
manifesto and reiterated on page 1 of this Annual Report is now being vigorously
pursued throughout the business. The new Board is confident of achieving the
respective aims and objectives.

From a financial as well as a football perspective, the current football season
and financial year ending 30 June 2007 is amongst the most important in the
Company's recent history. In view of the certain loss of the so-called
'parachute' payment, which would result from failure to win promotion, by
comparison with the very substantial commercial revenues that would undoubtedly
flow from membership of the Premier League, every practicable endeavour is being
made to provide the necessary resources and create the ideal environment for
continuous success on the field of play.

Detailed business plans are being developed to ensure that, whatever may
transpire during the course of the current football season, the company will be
able to compete effectively in either the Coca Cola Championship or the FA
Premier League next season.

Naturally, there will be a very substantial disparity between the plans for
survival and prosperity within the Premiership and the plans pertaining to
ongoing membership of the Coca Cola Championship. This disparity is an
inescapable consequence of the fact that professional football is an inherently
volatile, risky and uncertain business. It is not a venture for the
faint-hearted. The rewards for success can be enormous and the penalties for
failure correspondingly severe. Ensuring that Southampton Leisure Holdings Plc
is always properly prepared to handle either outcome is critical to its long
term success as a business. The Board is of course well aware of the need to
continually address this challenge and, not least, during the course of the next
twelve months.

Jim Hone

Chief Executive Director
29 September 2006


Financial Review

Summary

The financial statements have been prepared for the 13 months ended 30 June
2006. This follows the change in the Company's accounting year end from 31 May
to 30 June. The year end was extended to bring the Company in line with the
majority of Football Clubs, to tie in with the change in management which took
place at the end of June and also to tie in with player contracts which run
to the end of June.

The financial results for 2006 are based on Southampton Football Club playing
its football in the Coca Cola Championship, and compares to the results for 2005
based on playing in the Premier League. The huge financial impact of relegation
from the Premiership is clear in these financial statements. Turnover has fallen
by 43% from #44.8m to #25.7m. In order to mitigate this dramatic reduction in
turnover, the Company has reduced its total operating costs from #43.0m to
#32.9m, and made significant player disposals. Overall, the Company has recorded
a loss before taxation of #3.3m which compares with a profit of #0.2m in 2005.

The Club finished the 2005/06 season in 12th place in the Championship which
compares with 20th place in the Premiership in the 2004/05 season. Since the
year end the Club has invested further in the squad in order to give the Club
the best possible opportunity to return to the Premier League in the following
season.

Financial highlights

                                                                  2006    2005
                                                                    #m      #m
                                                ------------------------ -------
Turnover                                                          25.7    44.8
-----------------------                         ------------------------ -------
Operating (loss)/profit before player trading                     (7.2)    1.8
-----------------------                         ------------------------ -------
Player trading                                                     5.9    (2.7)
-----------------------                         ------------------------ -------
Exceptional item                                                     -     3.1
-----------------------                        ------------------------  -------
(Loss)/profit before taxation                                     (3.3)    0.2
-----------------------                         ------------------------ -------

Broadcasting Income

Broadcasting income reduced by #12.0m to #8.1m. Relegation from the Premier
League has resulted in a significant reduction in broadcasting income. The Club
does however participate in a two year parachute payment from the Premier League
which is based on 50% of the Basic TV award and 50% of the Overseas TV
distributions; this amounted to #6.3m in the financial period.

The Club also receives broadcasting income as a result of its participation in
the Coca Cola Championship. This amounted to #0.7m in the period.

Other broadcasting income is received from TV facility fees for matches played
in the Coca Cola Championship and the FA Cup, and for income generated from the
Company's radio station 'The Saint.'

Match day Income

Match day attendances were also affected by relegation with average attendances
reducing from 30,610 in the 2004/05 season to 23,701 in the 2005/06 season.
Season ticket sales were down on the previous year at 13,500 compared to 21,300.
Ticket income from league matches reduced from #11.9m to #9.1m - the Club
benefits from playing 23 home league games in the Championship compared to 19
home league games in the Premiership.

Cup receipts reduced from #2.1m to #0.7m. The Club reached round 5 of the FA Cup
before losing at Newcastle United, in the prior period the Club reached the
quarter finals before losing at home to Manchester United.

Match day hospitality and catering also felt the impact of relegation with sales
reduced from #2.4m to #1.3m.


Commercial Income

Commercial income fell by #1.4m to #6.0m. The main areas impacted were central
commercial revenue received from the Premier League and a reduction in Club
sponsorship income. Club merchandising income was only marginally reduced
falling from #2.2m to #1.9m.

The Club continued to expand its non-matchday activities, with turnover
increasing from #0.6m to #0.7m. The main event during the period was the hugely
successful Bon Jovi concert which took place in June in front of a capacity
audience of 35,000.

Turnover

                                                              2006        2005
                                                                #m          #m
----------------------------------                      ------------     -------
Broadcasting                                                   8.1        20.1
Matchday                                                      11.5        17.3
Commercial                                                     6.0         7.4
Property                                                       0.1           -
----------------------------------                      ------------     -------
                                                              25.7        44.8
----------------------------------                      ------------     -------

Operating Costs

The very substantial drop in revenue has been partly offset by a significant
reduction in the operating costs of the Company. Total operating costs have been
reduced by 24% from #43.0m to #32.9m.

The primary reduction was in player and coaches' wages. Player and coaches'
wages reduced from #23.2m (52% of turnover) to #13.6m (53% of turnover). The
reduction in the level of wages was possible following a reduction in the
overall size of the playing squad, the sale of high wage earners and through
relegation clauses in the majority of player's contracts which meant a 50%
reduction in their basic wages.

In addition, further costs saving measures have been put in place which included
a review of operating costs and a staff redundancy programme.

Operating costs include termination payments made to former directors of #0.5m
and costs incurred by the Company in connection with the proposed EGM on 3 July
2006 amounting to #0.2m.

Operating costs excluding player trading

                                                              2006        2005
                                                                #m          #m
----------------------------------                      ------------     -------
Cost of sales                                                 26.0        36.7
Depreciation                                                   2.3         2.1
Administrative expenses                                        4.6         4.2
----------------------------------                      ------------     -------
                                                              32.9        43.0
----------------------------------                      ------------     -------

Player Trading

The net income generated from player trading amounted to #5.9m and compares with
a net cost of #2.7m in the prior period.

The profit on disposal of players #11.2m during the period arises primarily from
the sale of Crouch to Liverpool for #7.0m and Walcott to Arsenal for #5.0m. In
addition Phillips was sold to Aston Villa, Niemi to Fulham and Quashie to West
Brom. The sale of Walcott includes a further #7.0m due based on appearances for
Arsenal and England.

Five new players were added to the squad during the period at a cost of #2.7m.
These include Powell, Fuller, Ostlund, Bialkowski and Rasiak. Since the period
end the squad has been further strengthened with the addition of Wright-
Phillips, Pele, Davies, Skacel, Viafara, Wright and Idiakez at a cost of #5.7m.

Following the sale of a number of players and a reduction in the squad playing
size, player amortisation has reduced from #8.3m to #5.3m.


                                                                2006      2005
                                                                  #m        #m
                                         -----------------------------   -------
Amortisation                                                    (5.3)     (8.3)
Profit on disposal of players                                   11.2       5.6
-----------------                        -----------------------------   -------
                                                                 5.9      (2.7)
                                         -----------------------------   -------

Profit on Sale of Tangible Fixed Assets

The prior period results include an exceptional profit of #3.1m arising on
completion of the development and sale of the Club's former stadium, The Dell.

Dividend

In view of the reported loss after taxation the Directors are not proposing a
dividend (2005: 1/2p per share amounting to #140,000).

Balance Sheet

Fixed assets have reduced from #49.4m to #39.6m. The value of player
registrations reduced from #12.4m to #3.0m and tangible fixed assets reduced
from #36.2m to #35.9m. The additions to tangible fixed assets include #1.8m
relating to improvement works at the Club's training ground.

Net debt has increased marginally from #21.1m to #21.4m.

                                                              2006        2005
                                                                #m          #m
-----------------------------------                      -----------     -------
Fixed assets                                                  39.6        49.4
Net debt                                                     (21.4)      (21.1)
-----------------------------------                      -----------     -------
Net assets                                                     8.8        11.1
-----------------------------------                      -----------     -------

David Jones

FINANCE DIRECTOR
29 September 2006

Consolidated profit and loss account

period ended 30 June 2006

                                                                 13         12
                                    Operations               months     months
                                     excluding    Player      ended      ended
                                        player   trading*   30 June     31 May
                                       trading
                                          2006      2006       2006       2005
                                         #'000     #'000      #'000      #'000
----------------------   -------       ---------  --------    -------    -------
Turnover                                25,696         -     25,696     44,828
Cost of sales                          (26,055)   (5,308)   (31,363)   (44,990)
----------------------   -------       ---------  --------    -------    -------
Gross loss                                (359)   (5,308)    (5,667)      (162)
Administrative expenses                 (6,861)        -     (6,861)    (6,324)
----------------------   -------       --------- --------     -------    -------
Operating loss                          (7,220)   (5,308)   (12,528)    (6,486)
Profit on disposal of
players                                      -    11,241     11,241      5,602
Profit on sale of
tangible                                     -         -         -       3,094
fixed assets             -------       ---------  --------    -------    -------
----------------------
(Loss)/profit before
interest and taxation                   (7,220)    5,933     (1,287)     2,210
----------------------   -------       ---------  --------    -------    -------
Net interest payable                                         (2,008)    (1,978)
----------------------   -------       ---------  --------    -------    -------
(Loss)/profit on
ordinary
activities                                                   (3,295)       232
before taxation
Tax on (loss)/profit on
ordinary activities                                             953       (159)
----------------------   -------       ---------  --------    -------    -------
(Loss)/profit on
ordinary                                                     (2,342)        73
activities after         -------       ---------  --------    -------    -------
taxation
----------------------
Basic (loss)/earnings
per                                                          (8.34)p     0.26p
share                    -------       ---------  --------    -------    -------
----------------------
Diluted (loss)/earnings
per                                                          (8.34)p     0.26p
share                    -------       ---------  --------    -------    -------
----------------------
* Player trading represents the amortisation of registrations and the profit or
loss on disposal of registrations.

All amounts derive from continuing activities.

There are no recognised gains or losses for the current financial period and
preceding financial year other than as stated in the profit and loss account.
Accordingly, a statement of total recognised gains and losses has not been
presented.

There is no material difference between the results reported above and the
results on an unmodified historical cost basis. Accordingly, a note of
historical cost profits and losses has not been presented.

Consolidated and company balance sheets

at 30 June 2006

                                              Group                Company
                                         ---------------          ------------
                                                                As         As
                                                                restated   restated
                                         30 June    31 May      30 June   31 May
                                             2006        2005      2006      2005
                                            #'000       #'000     #'000     #'000
--------------------          --------     --------   ---------  --------   -------
Fixed assets
Intangible assets                           3,757      13,255         -         -
Tangible assets                            35,866      36,164     4,065     2,437
Investments                                     -           -    10,191    10,191
--------------------            -------- --------   ---------    --------   -------
                                           39,623      49,419    14,256    12,628
--------------------            --------   --------   ---------  --------   -------
Current assets
Stocks                                        404         391         -         -
Debtors                                     6,466       6,239     9,257     8,449
Investments                                 2,480       2,480         -         -
Cash at bank and in hand                    2,220       2,012       437       298
--------------------            --------   --------   ---------  --------   -------
                                           11,570      11,122     9,694     8,747
Creditors: amounts falling due
within one year                           (11,294)    (17,079)   (6,439)   (3,455)
---------------------             ------   --------   ---------  --------   -------
Net current
assets/(liabilities)                          276      (5,957)    3,255     5,292
--------------------            --------   --------   ---------  --------   -------
Total assets less current
liabilities                                39,899      43,462    17,511    17,920
Creditors: amounts falling
due
after more than one year                  (28,555)    (29,094)        -         -
Provisions                                 (2,590)     (3,132)        -         -
--------------------            --------   --------   --------- --------  -------
Net assets                                  8,754      11,236    17,511    17,920
--------------------            --------   --------   ---------  --------   -------

Capital and reserves
Share capital                               1,405       1,405     1,405     1,405
Share premium account                       3,340       3,340     3,340     3,340
Other reserves                              1,050       1,050     7,560     7,560
Profit and loss account                     2,959       5,441     5,206     5,615
--------------------            --------   --------   ---------  --------   -------
Shareholders' funds                         8,754      11,236    17,511    17,920
--------------------            --------   --------   ---------  --------   -------
These financial statements were approved by the Board of Directors and
authorised for issue on 29 September 2006.

Signed on behalf of the Board of Directors.

D A Jones

Director

Group cash flow statement

period ended 30 June 2006

                                                    13 months ended     12 months ended
                                                      30 June 2006         31 May 2005
                                                       ------------       -----------
                                                     #'000     #'000    #'000     #'000
-----------------          -------      ----------   ------   ------- --------    ------
Net cash
outflow from
operating activities                                          (7,037)              (896)

Returns on investments and
servicing of finance

Interest paid                                      (2,116)            (2,175)

Interest received                                     251                173
-----------------          -------      ----------   ------   ------- --------    ------
Net cash outflow from
returns on investments
and servicing of finance                                      (1,865)            (2,002)

Capital expenditure and
financial investment

Proceeds on sale of
tangible fixed assets                                   -              3,101

Payments to acquire
tangible fixed assets                              (1,986)              (532)

Proceeds on disposal of
players' registrations                             15,902              3,834

Payments to acquire
players' registrations                             (4,883)            (7,210)

Payments to acquire
subsidiary undertaking                                  -               (466)
----------------------             ---   --------- ------     ------- --------    ------
Net cash
inflow/(outflow) from
capital expenditure and
financial investment                                          9,033             (1,273)

Tax paid                                                       (303)                 -

Dividends paid                                                 (140)              (856)
-----------------          -------      ----------   ------   ------- --------    ------
Cash outflow before use
of liquid resources and
financing                                                      (312)            (5,027)

Management of liquid
resources

Purchase of current asset
investments                                                       -             (2,065)

Financing
Purchase of own shares                                  -               (200)

New loan                                              265                  -

Repayment of
borrowings                                           (560)              (534)
-----------------          -------      ----------   ------   ------- --------    ------
Net cash outflow from
financing                                                      (295)              (734)
-----------------          -------      ----------   ------   ------- --------    ------
Decrease in cash in the
period                                                         (607)            (7,826)
---------------------         ---- ----------        ------   ------- --------    ------
Reconciliation of net cash
flow to movement in net debt

Decrease in cash in the
period                                                         (607)            (7,826)

Cash outflow
from decrease
in debt and lease    
financing                                                       295                534

Cash outflow from increase
in liquid resources                                               -              2,065
----------------------             ---   ---------   ------ -------   --------    ------
Change in net
debt resulting from
cash flows in the
period                                                         (312)            (5,227)

Amortisation of finance
costs                                                           (37)               (38)
-----------------          -------      ----------   ------   ------- --------    ------
Movement in net debt in
the period                                                     (349)            (5,265)

Net debt at 1
June                                                        (21,115)           (15,850)
-----------------          -------      ----------   ------   ------- --------    ------
Net debt at 30
June 2006 and
31 May 2005                                                 (21,464)           (21,115)
-----------------------              ---- -------    ------   ------- --------    ------

1. Basis of preparation

The financial information on the Group set out above does not constitute 
'statutory accounts' within the meaning of Section 240 of the Companies Act 
1985. The financial information for the period ended 30 June 2006 and the year 
ended 31 may 2005 have been extracted from the Group's audited consolidated 
statutory accounts for the period ended 30 June 2006. Statutory accounts for 
2005 have been delivered to the Registrar of Companies for England and Wales and
those for 2006 will be delivered in due course. The auditors have reported on 
those accounts; their reports were unqualified and did not contain statements 
under Section 237 (2) or (3) of the Companies Act 1985.



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

END
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