WYG Group

Interim Results to September 2011

Group at a glance

• c.40% of revenues derived internationally at 30 September 2011

• Market leading consultant to the EU

• c.1,400 employees operating through core of 8 x UK and 5 x international hub offices including in London, Leeds, Warsaw & Ankara and 17 satellite offices

• Top 15 ranking in our four chosen global market segments

• Diverse range of clients and partners ranging from blue chip private clients to

The global project management and technical consultancy

• Diverse range of clients and partners ranging from blue chip private clients to government & development agencies

• Deliver some of the most sophisticated projects in our chosen markets

The MoD’s £1.4bn construction programme to

provide accommodation

for 18,700 soldiers

Award winning £300m

Pinderfields and Pontefract

Hospitals Scheme

The largest water enhancement

project in Poland worth €60m

The UK’s largest planning

application for a £5.5bn

redevelopment of Liverpool docklands

Programme Management for

€2bn IPF (Infrastructure Projects Facility) Western Balkans

• Primarily consultancy services in RIBA stages A-D:

• Taking clients through to planning and environmental approval; expertise used to secure an asset

• Advising on strategy, feasibility, concept designs and project brief; supervisory role thereafter

• Typically higher margin; lower risk exposure at these stages

• Strong experience in partnering to deliver client projects through stages E-L

Business model - “Enabling client outcomes”

Preparation Design Pre Construction Construction Use

• Specialist skills (e.g. architects, surveyors, planners, scientists and engineers) deployed on a fixed fee and time charge basis

• Contract lengths vary considerably but a significant proportion of them last several years or are call offs under long term framework agreements

• Projects are won on a combination of sector, in-country and technical credentials

• Operational focus on order book, pipeline conversation and utilisation

Guiding the client from idea to revenue stream

A. Appraisal

B. Design Brief

C. Concept

D. Design Development

E. Technical Design

F. Production Information

G. Tender Documentation

H. Tender Action

J. Mobilisation

K. Construction to Practical Completion

L. Post Practical Completion

Spread of the business

Buildings &

Critical

Inf rastructure

31%

Transport

10%

Risk &

assurance

Services 43%

UK

52.5%

CEE

15.3%

Private

sector

37%

Other public

Donor-

funded 37%CIS

3.8%

MENA

25.5%

ROI 6.7%

Four reporting segments* Geographical breakdown* Public vs private sector*

10%Energy &

Environment

16%RoW (incl

Asia), 1%

• Overseas revenue increasing; just over 40% of overall revenue

• on track for targeted 50% by 2013 / 2014

• Approximately a third each private, donor-funded and other public sector

• Well-diversified in the private sector

• Top ten customers accounted for 37.8% revenue

*by turnover for the 6 months ended 30 September 2011

sector

funded

26%

Achievements thus far

Operational restructuring:• Headcount reduced from 3,500 to c.1,400• 40 offices closed• Annualised cost reduction £110m

�

�

New management team appointed in 2009 to restructure the group

Introduced critical risk management & governance processes �

Capital restructuring & refinancing �

H1 in-line with expectations – resilient results in testing markets �

Re-focussed resource and leadership on:• 7 attractive market sectors• 5 key growth regions

�

WYG Group

Financial Review

“In line with the Board’s expectations at the time of the capital restructuring”

• Strong balance sheet and significant net cash balances following completion of capital restructuring

• Overall trading - in line with the Board’s expectations at the time of the capital restructuring

Key Points

capital restructuring

• £69.6m of new contracts signed during the period; major wins included €10.4m Rapid Response Instrument

• International sales accounted for just over 40% of Group revenues

• Progress in reducing legacy costs slightly ahead of expectations

• Cash position at 30 September 2011 ahead of the Board’s expectations

• New Group Finance Director appointed

• Revenue at £68.5m (2010*: £83.7m)

• EBITDA** - negative £1.5m (2010*: £1.7m)

• Operating loss** of £2.5m (2010*: profit of £0.3m)

• Adjusted loss per share of 5.2p (2010*: 3.7p loss)

• Net cash as at 30 September 2011 £24.0m*** (31 December 2010*: net debt of £38.5m)

Financial summary

debt of £38.5m)

*2010 comparatives are for the 6 months ended 31 December 2010**Before exceptional and other items and non-cash share option charges***Net cash excludes restricted access amounts

Consolidated income statement

6 months to

Sep 2011

£m

6 months to

Dec 2010

£m

9 months to

Mar 2011

£m

Total revenue 68.5 83.7 121.5

3rd party revenue (7.2) (10.8) (14.8)

Net WYG revenue 61.3 72.9 106.7

Operating profit (before share option costs) (2.5) 0.3 0.1

Normalised operating profit of c.£0.5m excluding £3.0m estimated excessive PI insurance and property costs in H1

Share option costs (1.1) (0.2) (0.4)

Finance costs (1.6) (2.7) (3.9) Reduction reflects capital restructuring; will reduce further in H2

Loss before exceptional items (5.2) (2.6) (4.2)

Exceptional and other items 43.9 (19.4) (24.5) Includes £49.7m non-cash gain on debt restructuring

H2 exceptional costs at significantly lower than previous periods

Profit/ (Loss) before tax 38.7 (22.0) (28.7)

Tax (0.3) (0.3) 0.5

Profit/ (Loss) after tax 38.4 (22.3) (28.2)

Adjusted loss per share (5.2p) (3.7p) (5.9p)

Consolidated balance sheet

30 Sep 2011

actual

£m

31 Dec 2010

actual

£m

31 Mar 2011

actual

£m

Goodwill 26.4 26.6 26.4

Intangible assets 6.2 7.4 6.5

Tangible assets 2.8 5.5 3.8Tangible assets 2.8 5.5 3.8

Work in progress 29.0 26.3 25.8 Total WIP days 23 (Dec 2010: 2)

Debtors 27.1 37.6 30.2 Total debtor days 56 (Dec 2010: 46)

Creditors (74.9) (88.9) (90.1)

Net cash/ (debt)* 29.1 (35.3) (29.2)Strong net cash position following capital

restructuring

Shareholder funds 45.7 (20.8) (26.6)

* Includes restricted access amounts

Consolidated cash flow statement

6 months to

Sep 2011

£m

6 months to

Dec 2010

£m

EBITA (pre exceptional) (3.6) 0.1

Depreciation 0.8 1.0

Amortisation 0.2 0.4

Share options 1.0 0.3

(1.6) 1.8

Movement in working capital (8.0) 7.9

(9.6) 7.9

Tax (0.3) (0.1)

Interest (1.1) (2.5)

Capex (0.5) (0.8)

Exceptional cash costs (4.4) (7.0)

Net impact of restructuring 73.8 0.0

FX and non-cash PIK interest 0.4 (0.7)

Movement in net cash/(debt) 58.3 (1.4)

Opening net debt (29.2) (33.9)

Closing net cash/(debt) 29.1 (35.3)

Restricted (5.1) (3.2)

Order book at September 2011

108.8 74150

180

210

240

270

300

145

198

178£m

89.2104

87

108.8 74

58

0

30

60

90

120

150

Dec 2010 Mar 2011 Sep 2011

International UK & Ireland

WYG Group

Operational review

Our global areas of expertise

Urban & commercial development

Energy & Waste

TransportationDefence & Justice

Social Development & Infrastructure

Environment (including water & waste water)

Mining, Metals & Minerals

Buildings &

Critical

Infrastructure

Transport

Solutions

Energy

&

Environment

Risk &

Assurance

Services

Buildings & Critical Infrastructure

6 months to

Sep 2011

£m

6 months to

Dec 2010

£m

Gross revenue 21.5 32.5

Net revenue 20.3 29.8

Operating loss (2.7) (1.2)

Net operating margin -13% -4%

• UK Government spending remains subdued but selective opportunities:

• Education: New work under Academies programme and Birmingham City & Liverpool Universities

• Healthcare: first commission under £3bn Procure 21 Plus & delivering projects under LIFT

• Planning & design: steady flow of work in retail and residential sectors

• Energy:

• EfW and Sellafield framework call offs position us well to grow this sector in the UK & overseas

• Bidding for ‘Owner’s Engineer role’ for the Nuclear Energy programme in Poland

• Waste & Wastewater: designs for Wadi Al Asla, Saudi & work for Al-Sowaah Island, Abu Dhabi leading to further opportunities

77% of FY budget covered by H1 & existing order book

Transport Solutions

6 months to

Sep 2011

£m

6 months to

Dec 2010

£m

Gross revenue 6.5 8.0

Net revenue 5.5 7.4

Operating profit 0.4 0.9

Net operating margin 7% 12%

• Profitable segment, driven by steady workload with signs of increased developer activity in South East

• Loss of some public sector work offset by private sector and overseas projects including in Georgia & Algeria

• UK: steady with clients needing ongoing navigation through the changing national infrastructure development regime

• International: healthy pipeline of EC opportunities, as well as CEE & MENA

Net operating margin 7% 12%

87% of FY budget covered by H1 & existing order book

Energy & Environment

6 months to

Sep 2011

£m

6 months to

Dec 2010

£m

Gross revenue 11.0 12.1

Net revenue 8.7 9.4

Operating loss (1.1) (1.4)

Net operating margin -13% -15%

• Trading conditions remained challenging in the domestic market due to reduced public sector spend but:

• Environmental Planning (including waste management, habitat protection and specialised technical services) performed strongly with wins in wind & biomass

• Geo-environment won frameworks with National Grid & the Environment Agency

• UK: Landfill diversion targets to drive private sector investment in EfW

• International: strong demand to continue, driven by EU & World Bank funding to meet climate change / energy efficiency targets

Net operating margin -13% -15%

70% of FY budget covered by H1 & existing order book

Risk & Assurance Services

6 months to

Sep 2011

£m

6 months to

Dec 2010

£m

Gross revenue 29.5 31.1

Net revenue 26.8 26.3

Operating loss (0.1) 1.7

Net operating margin 0% 7%

• Domestic market conditions for project management services remains challenging

• Key client programmes (MOD / MOJ) now initiated

• Programme Management and Policy Advice (PMPA):

• Won a number of overseas contracts in CEE, MENA, the Balkans & Asia

• Market conditions for PMPA remained steady and outlook remains strong

90% of FY budget covered by H1 & existing order book

Programme Management and Policy Advice– WYG’s growth engine

• International donor funded

• High level strategic advice

• Low-risk market entry opportunity

• Drives relationships & reputation development...

Advising at national Government level

Advising at local Government level

Advising at local private sector level

Advising adjacent regions

PMPA

WYG Group

WYG STRATEGY

WYG Strategy

• Enhance our Competitive Client Offering

• Our prime focus

• ‘Streamlining and Normalising’ the Group’s cost structure

• A Focus for Growth

• Organic growth and strategic partnerships in sector focus areas

• Seven sectors identified as offering attractive opportunities and where WYG • Seven sectors identified as offering attractive opportunities and where WYG has or can achieve a leading position

• A Global Group

• Proactively diversifying the Group’s geographic revenues

• Focussed on five key regions

Enhance our competitive client offering

• Pure focus on delivering quality and winning repeat business.

• PII legacy cost reduction – ahead of plan. Technical Excellence

• Corporate and operational restructure nearing completion.

• Property, IT and corporate cost reduction – on plan.Legacy Structural Costs

• Optimum resource models now being implemented.

• Control Environment enhanced – timesheets.

• Global Resourcing agreement signed.

Utilisation and Efficiency

Legacy cost reduction plan

5.8

5.2

4.9

15

20 c.19.3

c.17.0

£m

More than £4.0m cost reduction by FY14c.15.0

6.35.2

3.9

7.2

6.6

6.2

0

5

10

FY12 FY13 FY14

IT Property PII

A focus for growth – seven Global sectors

• UK: significant MoD opportunities following creation of DIO

• International: opportunities in ‘conflict / post-conflict‘ regionsDefence & Justice

• UK landfill targets to drive private sector investment in EfW

• International: renewed nuclear investment; renewables / EfW gaining momentum in Poland / RussiaEnergy & Waste

• Global population expansion & urbanisation; strong International pipeline – MENA / Africa and Asia

• Core ‘enabling skills’ of WYG – Urban Master Planning / Transport and Environment

Urban & Commercial Development

• International funding focussed on W&WW – a core WYG strength

• No 1 with EC in Water – building portfolio in Turkey and North Africa

Environment (including W&WW)

• UK: navigating infrastructure regime / private sector development in the South East

• International: transport investment to drive economic growth in CEE & support economic growth in MENATransport

• Market leading mining joint venture in Russia/CIS

• Targeted expansion across Africa, Middle East and AsiaMining, Metals & Minerals

• No.1 consultant to EuropeAid

• Pipeline of opportunities in developing world with DFID

Social Development & Infrastructure

• Turkey: Use market-leading position to expand into water, transport and the private development sectors

• MENA

• MOU’s in place with local partners; establishing new operating bases

• Access International Funding through strategic relationship

MENA (incl Turkey)

• Build on position of strength – recruit key skills to expand Mining and Metals portfolio.

• Targeting Russian private sector through blue chip clients

• Focus on emerging markets within the region e.g. Mongolia and Kazakhstan CIS

• Market entry route via Asia Development Bank

A Global Group – Five Key Regions

• Market entry route via Asia Development Bank

• Clear urban and commercial development opportunities

• Expand on work won to date in Vietnam, Laos and the Solomon IslandsAsia Pacific

• Maintain market leading position in Poland

• Expand through recently opened operations e.g. WYG Serbia and WYG Croatia

• Pursuit of emerging infrastructureCEE (incl Balkans)

• Markets, generally, remain challenging

• Ability to exploit niche positions with key customers e.g. MoD/MoJ

• Potential new opportunities arising from George Osborne’s Autumn Statement

UK & Ireland

Collaborating with global players and recruiting sector specialists to drive growth....

• Short-term domestic outlook challenging but with selective opportunities

• WYG is an early cycle beneficiary

• Encouraging opportunities arising from Autumn Statement

• Accelerated streamlining of costs to underpin Group’s return to profit

• >£4m IT, legacy PI & property costs to come out by FY14

•

Summary & Outlook

• Leverage existing capabilities to take advantage of chosen sector and regional growth opportunities

• Clear international growth opportunities where:

• we either have strong in-country credentials or

• can bring strong sector expertise and partner to grow

• Trading during the period has been in line with our expectations

• Trading since the period end has continued to be in line

• 82% of our FY budget covered by H1 and existing order book

WYG Group

Appendices

Group History - 1997 - 2011

Over geared

Heavy exposure to UK/Irish markets

Lack of focus

38 acquisitions including 12 in Ireland & Northern Ireland

Substantial operational & financial restructuring

1997 -

2009

2009 -

2011

Lack of focus

Un-integrated acquisitions

High risk environment

Deteriorating market

conditions

1997 Merger of Ernest Green and White Young to form White Young Green plc (market cap £12m)

1999 Entered Ireland

2000 Established international business

Ireland & Northern Ireland financial restructuring

2009 New management teamLaunched three part strategyRefinancing for survival

2009-2011:Headcount reduced from 3,500 to c.1,40040 office closures in UK & IrelandFocus on core capabilitiesIntroduced critical risk management & governance processes£110m annualised cost reduction

2011 Capital restructuring and refinancing for growth

Major Shareholders

Number of

shares held

Percentage of

issued

share capital (%)

Artemis Investment Management LLP 11,437,769 17.68

Golden Peaks Active Value Limited 8,491,061 13.12

Legal & General Investment Management 8,000,000 12.36

Henderson Global Investors 6,000,000 9.27

SFM UK Management LLP 6,000,000 9.27

Robert Keith 6,010,000 9.27

Standard Life Investments Limited 5,700,000 8.81

Aviva plc & its subsidiaries 5,600,000 8.65

Hargreave Hale Limited 2,538,000 3.92