BOOT (HENRY) PLC — Interim / Quarterly Report 2012

Jun 30, 2012

Henry Boot PLC Half-yearly Report 2012

Planning and building for the future

The Henry Boot Group operates in the UK property and construction sectors

Our key objective is to maximise long-term shareholder value through construction and plant hire activities, the development of and investment in high quality property assets and the promotion of new land development opportunities.

www.henryboot.co.uk

Half-yearly review	Condensed financial statements	Corporate information
1 Highlights	6 Consolidated statement	IBC Company information
2 Chairman's half-yearly review	of comprehensive	IBC Financial calendar
	income (unaudited)	IBC Advisers
	7 Consolidated statement of financial position (unaudited)
	8 Consolidated statement of changes in equity (unaudited)
	9 Consolidated statement of cash flows (unaudited)
	10 Notes to the condensed financial statements
	16 Responsibility statements of the directors

Front cover photographs: from top clockwise

• > A 100,000 sq ft national distribution facility for Andrew Page, a car parts distributor, has recently been completed by Henry Boot Developments at Markham Vale
• > Banner Plant's powered access equipment offer a wide range of machines to cater for a variety of tasks
• > A promotional night time image of our proposed refurbishment of the former County Court buildings on Deansgate in Manchester
• > Hallam Land are formulating proposals for a planning application at Barugh Green near Barnsley
• > Considerate Constructor's Scheme mascot Ivor Goodsite giving a safety talk with his friends from Henry Boot Construction at Plover School, Intake, Doncaster

Half-yearly review Highlights

Henry Boot PLC Half-yearly Report 2012 www.henryboot.co.uk ¹

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Highlights

• ^> Trading profits*: £4.1m (2011: £11.0m)
• ^> Property revaluation surplus: £1.8m (2011: deficit £1.7m)
• ^> Investment property disposal profits: £0.3m (2011: £Nil)
• ^> Profit before tax: £5.8m (2011: £9.1m)
• ^> Earnings per share: 2.4p (2011: 4.1p)
• ^> Increased interim dividend: 1.80p (2011: 1.65p)
• ^> Net asset value per share: 135p (31 December 2011: 146p)
• ^> Net debt: £22.0m (31 December 2011: £2.3m)

* Trading profits comprise operating profit of £6.2m (2011: £9.6m), adjusted for the increase in fair value of investment property of £1.8m (2011: decrease £1.7m), profit on sale of investment properties of £0.3m (2011: £Nil) and profit on sale of assets held for sale of £Nil (2011: £0.4m).

Chairman's half-yearly review

I am pleased to report another solid set of results by Henry Boot PLC for the half year. The markets we operate in have remained challenging throughout the period under review.

John Brown, Chairman

RESULTS

I am pleased to report another solid set of results by Henry Boot PLC for the half year ended 30 June 2012. The markets we operate in have remained challenging throughout the period under review and we do not anticipate any change in these conditions for the foreseeable future. Notwithstanding this relatively weak economic environment, we have an unprecedented number of strategic land sites working through the recently revised planning process. As anticipated, we did not conclude any material land sales in the first half of 2012, however, we continued to invest heavily and added over 700 acres to our land portfolio. In addition, we committed further investment to the property portfolio and concluded the development of a 28,000 sq ft Waitrose foodstore at Warminster and an 18,000 sq ft retail unit at Clifton Moor Retail Park in York. We also commenced two other developments at Markham Vale which will complete during the second half of the year. Our construction business has achieved its forecast order book for this year and is now starting to take on commitments for 2013, though margins on this work continue to be tight. Road Link (A69) and our plant hire business continued to perform in line with expectations.

Statement of comprehensive income Revenue fell to £43.3m (2011: £66.9m) and trading profit* fell to £4.1m (2011: £11.0m). In both instances this resulted from the very low level of sales activity within Hallam Land where no sales of consequence were concluded in the first half of the current year compared to the 2011 first half, when major sales at Buckingham and Clyst Hayes took place.

Administration and pension costs reduced to £8.0m (2011: £8.4m). The valuation of property at the half year stage gave rise to a surplus of £1.8m (2011: deficit £1.7m). This principally arose from the valuation of the completed Waitrose foodstore in Warminster and on

the development of industrial property at Markham Vale. Profit on disposal of assets was £0.2m (2011: £0.4m).

Net finance costs in the period were slightly lower at £0.4m (2011: £0.5m). The majority of finance costs related to facility non-utilisation fees as borrowings built up in the 2012 half year supporting our investments in the land and development portfolios. We broadly anticipate debt levels in the second half to remain in line with those at the half year end as anticipated cash receipts continue to be reinvested in the same areas.

Profit before tax was 36% lower at £5.8m (2011: £9.1m). Retained profits were £4.2m (2011: £6.3m) after a lower deferred tax charge than in the prior period. Basic earnings per share were 2.4p (2011: 4.1p).

Statement of financial position

Non-current assets increased to £196.1m (31 December 2011: £187.5m). Within this, investment properties increased in value to £145.0m (31 December 2011: £138.2m) due to further investment and the positive valuation uplift. Trade and other receivables reduced from £15.8m to £15.6m as land development sales previously completed on deferred payment arrangements were realised in accordance with terms. The deferred tax asset increased to £9.3m as a result of the increased defined benefit pension scheme deficit. Current assets increased to £111.4m (31 December 2011: £104.9m) following further investment in land and planning fees. Current liabilities increased to £77.5m (31 December 2011: £62.6m) this is after an £18.1m increase in current borrowings supporting the investments in land and investment properties noted above.

The above changes resulted in net current assets of £34.0m compared with £42.3m at 31 December 2011. Net debt at 30 June 2012 was £22.0m (31 December 2011: £2.3m) with gearing at 12% (31 December 2011: 1%).

Read this report online interimreports.henryboot.co.uk/2012

We continue to trade well within our banking covenants and facilities, which were renewed in May 2012 for three years totalling £50m.

Within non-current liabilities, defined benefit pension liabilities under IAS 19 increased to £32.7m (31 December 2011: £22.6m) as a result of a 0.45% fall in the liabilities discount rate which itself is directly related to the Bank of England quantitative easing programme driving down gilt yields. So, whilst the Central Bank may be doing a good job of injecting liquidity into the banking system and creating an artificially competitive funding rate environment for the cash strapped Government, that benefit is coming directly from increased defined benefit scheme deficits and retiring pensioners who are suffering reduced annuity income rates. Overall, non-current liabilities have increased to £52.7m (31 December 2011: £43.7m). Net assets stood at £177.3m (31 December 2011: £186.0m), almost all of this reduction is due to the after tax increase in the IAS 19 pension deficit.

Cash flows

Operating cash inflows before movements in working capital were £5.3m (2011: £11.6m). Increases in land inventories of £10.3m, lower receivables of £2.3m and decreased payables of £3.7m resulted in an outflow of cash generated from operations of £6.5m (2011:£10.8m). Net interest and tax payments were £2.8m, resulting in net cash outflows from operating activities of £9.3m (2011: £12.7m). Cash outflows resulting from investing activities were £6.0m (2011: inflow £28.4m) and resulted from the investment in the development portfolio in 2012 compared to last year when we sold our Ayr property. After dividend payments to equity, preference and non-controlling interests of £4.5m (2011: £3.7m), net debt was £22.0m at 30 June 2012, increasing by £19.8m since 31 December 2011.

Dividend

The Directors have declared a 9% increase in the interim dividend to 1.80p (2011: 1.65p) which will be paid on 26 October 2012 to shareholders on the register at the close of business on 5 October 2012.

REVIEW OF ACTIVITIES Land

Hallam Land Management, our strategic land company, succeeded in significantly increasing its land acreage and made very good progress with planning on a number of sites although, as expected, fewer land sales were concluded than in the same period last year.

We acquired new sites at Sutton-in-Ashfield, Bathgate, Handcross, Nuneaton and Melksham and have identified and agreed terms on a number of other sites which are working through the acquisition process. At 30 June 2012 we held interests in 8,761 acres (31 December 2011: 8,051 acres) with 1,829 acres owned (31 December 2011: 1,432 acres), 3,436 acres under option (31 December 2011: 3,986 acres) and 3,496 acres under planning promotion agreements (31 December 2011: 2,633). The inventory value of these assets was £68.1m (31 December 2011: £58.8m) reflecting our increased acreage and the ongoing investment in the planning process. The sites are across the UK, with a geographical bias towards the east midlands, south and south west England, and the central belt of Scotland.

In the first half of the year we achieved planning permission at Nuneaton (326 plots), Burdiehouse, Edinburgh (100 plots), Highbridge (550 plots), Evesham (70 plots) and Peterborough (25 plots). These add to sites which already have either planning permission or minded-to-grant consent at Bolsover (250 plots), Mansfield (215 plots), Kilmarnock (500 plots), Banbury (336 plots) and Bishopbriggs (51 plots).

We also have undetermined applications in progress at Market Harborough (500 plots), Blaby (1,593 plots), Desford (75 plots), Irthlingborough (700 plots), Chatteris (1,000 plots), Stratford-upon-Avon (150 plots – appeal result pending), Cam (71 plots – appeal result pending), Biddenham (495 plots), Burton‑upon‑Trent (950 plots), Marston Moretaine (125 plots), Monmouth (145 plots), Rolleston (23 plots), Retford (8 plots), Rugby (183 plots), Torrance (9 plots), Winsford (180 plots), Aylesbury (120 plots), Kegworth (110 plots), Ripley (180 plots) and Winsick (160 plots). In addition, preparatory work is being carried out on further sites with a view to submitting planning applications.

The underlying need for more housing in the UK is, in our view, undeniable. However, house buyers have low levels of equity to commit and the relatively tight mortgage criteria applied by banks is contributing to the low level of funds available for residential property purchases. In our earlier Interim Management Statement we welcomed the introduction of the Government's New Buy initiative. It is early days but we are optimistic that it will bring more first time buyers into the housing market. The recent statements made by the major UK house builders indicate that the market has continued to recover slowly in 2012 and we anticipate that this slow recovery will continue.

The Decentralisation and Localism Bill, together with the National Planning Policy Framework, have been introduced by the Government with a view to enabling decisions to be made at the local level while facilitating an increased supply of housing land and therefore new homes. We are seeing evidence in local authority and planning appeal decisions that, as a consequence of the new system, more planning permissions are being granted for much needed additional new housing development.

Our balance sheet strength and ability to commit funding to land and property development without recourse to specific external funding, is resulting in a significant uplift in competitively priced opportunities arising.

REVIEW OF ACTIVITIES continued Developments and investments

Property values and rental levels for good quality well-let investment property have remained relatively stable in the period. The revaluation surplus in the period largely arose on the completed Warminster foodstore. The valuation of the remainder of the investment portfolio showed a few slight changes but in aggregate was unchanged. Good progress has been made on letting vacant office space particularly at our mixed-use city centre investment in Sheffield where 50% of the available space has been let in recent months.

Within our property development business, we have made good progress across our list of opportunities. A sale agreement for two floors of offices covering 15,000 sq ft and agreements for lease on two restaurant units of some 10,000 sq ft have now gone unconditional on the conversion of the listed County Court building on Deansgate in Manchester. This leaves only one 6,000 sq ft restaurant unit available. A building contract for the conversion works has now been let and work commenced on site in August with a build period of around one year.

Pennine Property Partnership, the joint venture with Calderdale and Huddersfield NHS Trust, has applied for detailed planning permission and listed building consent for the conversion of a 56,000 sq ft former mill complex in Huddersfield into new clinical space for the Trust, and consent is expected to be granted before the end of the year enabling the development work to commence on site soon after.

Development work is well advanced on the 100,000 sq ft national distribution centre for automotive parts distributor Andrew Page Limited and a McDonald's drive-through restaurant at Markham Vale, our 200 acre business park being developed in partnership with Derbyshire County Council, both schemes are on programme to complete in the second half of the year.

Looking to the future, we purchased 56 acres of land in Skipton, North Yorkshire, from Receivers for the development of a mixed‑use business park and preparation of a comprehensive planning application is underway.

Construction

This division has currently secured orders for their budgeted turnover for 2012 and is starting to take orders for 2013. Whilst this is slightly ahead of our expectations, we continue to remain cautious regarding the amount of traditional construction work, at acceptable margins, that will arise in 2013 and beyond given the public spending cutbacks announced by the Government.

The social housing sector continues to provide a steady flow of work under long-term frameworks in Scunthorpe, Manchester, Leicester and Doncaster. In addition, we are undertaking major select tender schemes for Eastlands Homes and Southway Housing Trust and projects under the EN Procure and Yorkshire Housing frameworks. We have been appointed to the Fusion 21 framework (a procurement programme for housing associations).

The health and education sectors also continue to provide good opportunities. We are currently undertaking three schemes for the Sheffield Teaching Hospitals and the medical school for the University of Sheffield. The major healthcare facility for the joint venture between Rotherham Metropolitan Borough Council and Rotherham Primary Care Trust was completed earlier this year. In education, primary school extensions and refurbishments are being constructed for Calderdale Metropolitan Borough Council, Derby City Council, Rotherham Metropolitan Borough Council and North Lincolnshire Council.

We have been appointed to the major new framework for the Ministry of Justice Strategic Alliance Agreement. This follows on from the successful completion of our previous Ministry of Justice refurbishment framework and will provide new build and refurbishment opportunities for HM Prison Service, HM Court and Tribunals Service, National Probation Service and Forensic Science Service in the north of England and Scotland over the next six years. We anticipate that this sector will add to the seven schemes undertaken or completed this year and provide good opportunities over the coming years.

Civil engineering opportunities have received a welcome boost with our inclusion as a Supply-chain Partner on the 25 year Amey PFI Sheffield Highways scheme. The YORcivils Framework has begun to generate opportunities with works commencing for East Yorkshire County Council. We have also secured drainage works for Derbyshire County Council on the Junction 29A Markham Vale Enterprise Zone.

Pleasingly, in the period and for the third year running, we won the RoSPA Gold Award for occupational health and safety and five prestigious national site awards from the Considerate Constructors Scheme and were recognised by Business in the Community Environmental Index receiving the Climate Change Champion award and Platinum status. In addition, we received the Chartered Institute of Building environmental award and the inaugural National Federation of Builders national health and safety award. All these awards are testament to the hard work of our employees and their ability to deliver excellence in all aspects of construction which, as a Company, we believe is crucial to securing new work in the very competitive marketplace we face.

Our PFI project, maintaining the A69 between Newcastle and Carlisle, continues to trade in line with management expectations and

previous years. The Group continues to retain a 61% stake in this project. The Plant company's performance has been affected by the widely publicised slow-down in construction activity and although trading levels in the first half were marginally down on 2011, the position has been improving over 2012 and by the mid-year, hire contract count was ahead of the position a year ago. Pricing and margins continue to be very tight. Controlled investment in the hire fleet maintains the age profile and earnings potential of the business whilst ensuring cash flow remains broadly neutral.

Outlook

The Group continues to trade in line with the Board's expectations for the year ending 31 December 2012 and taking each business segment in turn we view the outlook as follows:

Land

Over the next year we are in a position to market several consented sites which, given the slightly improving outlook for the housing market, should see good demand. In the longer term, we have an unprecedented number of sites, within the planning system, working towards an application and remain confident of our team's abilities to secure planning permissions on these, notwithstanding the new planning environment, and to maintain a steady stream of profitable consented sites over the forthcoming years.

We remain cautiously optimistic about an increase in house building levels, although it is a slow process, which is not ideal. However, we hope that the policies being introduced to improve the situation will be successful in stimulating the market in the future.

Developments and investments

Yields and asset values have remained reasonably stable for well-let, good quality property in the UK this year. This and our ability to self-fund development opportunities

from our facilities and the cash flow generated from land sales, gives us great confidence that we should be able to capitalise on our share of the schemes that come to the market. More specifically, by the year end, we expect to complete two developments at Markham Vale, commence work on the mixed-use scheme in Manchester and the NHS Foundation Trust scheme in Huddersfield, begin to prepare for the redevelopment of our retail scheme in Beeston, a smaller retail site in Weston-super-Mare and a budget hotel in Malvern. Looking further into the future we are working to bring forward schemes at Daventry, Thorne, Richmond upon Thames and Tamworth and have numerous other discussions in progress.

Construction

Over the past three years we have adjusted the capacity within the construction division to match the workloads available. The contracts we have secured have been, on average, lower in value and shorter in duration, but have remained profitable. We continue to expect activity levels to be subdued, however, we are fully utilising our current capacity and are quietly optimistic that we can move forward as work levels begin to slowly pick up.

GROUP RISKS AND UNCERTAINTIES

The Directors set out in the 2011 Annual Report and Financial Statements (and reproduced in note 12) the key risks that could have a material effect on our results. The Board does not consider that these risks, which were identified at the time, have changed materially since then. We identified last year that the Government's aim to reduce spending and cut debt would serve to reduce the level of demand in the economy in general and this is happening. As a country, we face several years of weak, if any, growth which is bound to impact on property asset values. The new planning system has now been introduced and we are interacting positively with it, though, as with any new regulatory system, it will take time to settle down; however, we are embracing the change and working well within it. On the positive side, our balance sheet strength and ability to commit funding to land and property development without recourse to specific external funding is resulting in a significant uplift in competitively priced opportunities arising, as evidenced by the significant increase in the land portfolio in the period. These sites will serve to increase our profit generation capability through the next few years but more so if markets improve more quickly than we currently anticipate.

John Brown

Chairman 23 August 2012

Condensed financial statements Consolidated statement of comprehensive income (unaudited) for the half year ended 30 June 2012

	Half year	Half year	Year
	ended	ended	ended
	30 June	30 June	31 December
	2012	2011	2011
	Unaudited	Unaudited	Audited
	£'000	£'000	£'000
Revenue	43,315	66,890	114,583
Cost of sales	(31,218)	(47,578)	(78,783)
Gross profit	12,097	19,312	35,800
Other income	14	12	25
Administrative expenses	(6,958)	(7,539)	(13,420)
Pension expenses	(1,003)	(819)	(1,657)
Increase/(decrease) in fair value of investment properties Profit on sale of investment properties (Loss)/profit on sale of assets held for sale	4,150 1,776 263 (23)	10,966 (1,727) 10 365	20,748 (4,275) 19 390
Operating profit	6,166	9,614	16,882
Finance income	329	379	795
Finance costs	(683)	(926)	(1,595)
Share of profits of joint ventures	1	30	30
Profit before tax	5,813	9,097	16,112
Tax	(1,629)	(2,797)	(5,323)
Profit for the period from continuing operations	4,184	6,300	10,789
Other comprehensive income: Revaluation of Group occupied property Deferred tax on property revaluations Actuarial loss on defined benefit pension scheme Deferred tax on actuarial loss Movement in fair value of cash flow hedge Deferred tax on cash flow hedge	(35) 38 (11,313) 2,526 88 (30)	— 30 (2,575) 506 99 (32)	— 60 (9,902) 2,155 184 (54)
Other comprehensive expense for the period	(8,726)	(1,972)	(7,557)
Total comprehensive (expense)/income for the period	(4,542)	4,328	3,232
Profit for the period attributable to:	3,153	5,364	8,934
Owners of the Parent Company	1,031	936	1,855
Non-controlling interests	4,184	6,300	10,789
Total comprehensive (expense)/income attributable to:	(5,596)	3,366	1,327
Owners of the Parent Company	1,054	962	1,905
Non-controlling interests	(4,542)	4,328	3,232
Basic earnings per ordinary share for the profit attributable to owners of the Parent Company during the period	2.4p	4.1p	6.9p
Diluted earnings per ordinary share for the profit attributable to owners of the Parent Company during the period	2.4p	4.1p	6.8p

Condensed financial statements Consolidated statement of financial position (unaudited) at 30 June 2012

	30 June	30 June	31 December
	2012 Unaudited	2011 Unaudited	2011 Audited
	£'000	£'000	£'000
ASSETS
Non-current assets
Intangible assets	9,778	11,044	10,417
Property, plant and equipment	16,368	16,242	15,622
Investment properties	144,994	136,400	138,198
Investment in joint ventures	30	30	30
Trade and other receivables	15,558	21,994	15,838
Deferred tax assets	9,325	6,028	7,364
	196,053	191,738	187,469
Current assets
Inventories	72,413	56,658	62,115
Trade and other receivables	35,884	40,664	37,617
Cash and cash equivalents	3,140	9,638	4,246
Assets classified as held for sale	—	—	909
	111,437	106,960	104,887
LIABILITIES
Current liabilities
Trade and other payables	48,994	54,763	50,242
Current tax liabilities	778	2,361	1,957
Borrowings	19,505	5,549	1,422
Provisions	8,191	8,852	8,973
	77,468	71,525	62,594
NET CURRENT ASSETS	33,969	35,435	42,293
Non-current liabilities
Trade and other payables	2,183	1,402	2,462
Borrowings	5,611	3,488	5,083
Retirement benefit obligations	32,653	17,103	22,649
Provisions	12,279	15,318	13,531
	52,726	37,311	43,725
NET ASSETS	177,296	189,862	186,037
EQUITY
Share capital	13,510	13,424	13,510
Property revaluation reserve	3,357	3,324	3,354
Retained earnings	156,262	169,345	165,093
Other reserves	3,460	2,815	3,425
Cost of shares held by ESOP trust	(536)	(232)	(601)
Equity attributable to owners of the Parent Company	176,053	188,676	184,781
Non-controlling interests	1,243	1,186	1,256
Total equity	177,296	189,862	186,037

Condensed financial statements Consolidated statement of changes in equity (unaudited) at 30 June 2012

	Attributable to owners of the Parent Company
	Share capital £'000	Property revaluation reserve £'000	Retained earnings £'000	Other reserves £'000	Cost of shares held by ESOP trust £'000	Total £'000	Non controlling interests £'000	Total equity £'000
At 1 January 2011	13,424	3,294	168,528	2,774	(476)	187,544	1,097	188,641
Profit for the period Other comprehensive income	— —	— 30	5,364 (2,069)	— 41	— —	5,364 (1,998)	936 26	6,300 (1,972)
Total comprehensive income	—	30	3,295	41	—	3,366	962	4,328
Equity dividends Share-based payments	— —	— —	(2,789) 311	— —	— 244	(2,789) 555	(873) —	(3,662) 555
At 30 June 2011 (unaudited)	— 13,424	— 3,324	(2,478) 169,345	— 2,815	244 (232)	(2,234) 188,676	(873) 1,186	(3,107) 189,862
At 1 January 2011	13,424	3,294	168,528	2,774	(476)	187,544	1,097	188,641
Profit for the period Other comprehensive income/(expense)	— —	— 60	8,934 (7,747)	— 80	— —	8,934 (7,607)	1,855 50	10,789 (7,557)
Total comprehensive income	—	60	1,187	80	—	1,327	1,905	3,232
Equity dividends Proceeds from shares issued Purchase of treasury shares Share-based payments	— 86 — — 86	— — — — —	(4,941) — — 319 (4,622)	— 571 — — 571	— — (360) 235 (125)	(4,941) 657 (360) 554 (4,090)	(1,746) — — — (1,746)	(6,687) 657 (360) 554 (5,836)
At 31 December 2011 (audited) Profit for the period Other comprehensive income/(expense)	13,510 — —	3,354 — 3	165,093 3,153 (8,787)	3,425 — 35	(601) — —	184,781 3,153 (8,749)	1,256 1,031 23	186,037 4,184 (8,726)
Total comprehensive income/(expense)	—	3	(5,634)	35	—	(5,596)	1,054	(4,542)
Equity dividends Share-based payments	— — —	— — —	(3,398) 201 (3,197)	— — —	— 65 65	(3,398) 266 (3,132)	(1,067) — (1,067)	(4,465) 266 (4,199)
At 30 June 2012 (unaudited)	13,510	3,357	156,262	3,460	(536)	176,053	1,243	177,296

Condensed financial statements Consolidated statement of cash flows (unaudited) for the half year ended 30 June 2012

	Half year ended 30 June 2012 Unaudited £'000	Half year ended 30 June 2011 Unaudited £'000	Year ended 31 December 2011 Audited £'000
Cash flows from operating activities Operating profit	6,166	9,614	16,882
Adjustments for non-cash items: Amortisation of PFI asset Goodwill impairment Depreciation of property, plant and equipment Impairment losses on land and buildings	566 102 1,511 71	562 102 1,483 —	1,126 204 2,994 —
Revaluation (increase)/decrease in investment properties Amortisation of capitalised letting fees	(1,776) 8	1,727 —	4,275 20
Share-based payment expense Pension scheme credit Movements in fair value of cash flow hedge Share of profit of joint ventures (net of tax) Loss/(gain) on disposal of assets held for sale Gain on disposal of property, plant and equipment	251 (1,309) 88 1 23 (145)	311 (1,693) — — (365) (162)	554 (3,474) 184 30 (390) (342)
Gain on disposal of investment properties Operating cash flows before movements in working capital (Increase)/decrease in inventories Decrease/(increase) in receivables (Decrease)/increase in payables	(263) 5,294 (10,294) 2,282 (3,733)	(10) 11,569 1,577 (28,941) 4,986	(19) 22,044 (3,797) (15,004) 734
Cash generated from operations Interest paid Tax paid	(6,451) (595) (2,235)	(10,809) (964) (931)	3,977 (1,518) (3,539)
Net cash flows from operating activities	(9,281)	(12,704)	(1,080)
Cash flows from investing activities Purchase of intangible assets Purchase of property, plant and equipment Purchase of investment property Proceeds on disposal of property, plant and equipment Proceeds on disposal of investment properties Proceeds on disposal of assets held for sale Interest received	(29) (2,521) (6,025) 303 1,309 964 13	(1) (2,590) (3,243) 261 13 33,851 70	(40) (3,601) (8,900) 561 321 28,140 124
Net cash flows from investing activities	(5,986)	28,361	16,605
Cash flows from financing activities Proceeds from issuance of ordinary shares Purchase of treasury shares Proceeds on disposal of treasury shares Decrease in borrowings Increase in borrowings Dividends paid – ordinary shares	— — 15 (4,610) 20,364 (3,388)	— — — (10,581) — (2,779)	657 (360) — (9,678) 752 (4,920)
– non-controlling interests – preference shares	(1,067) (10)	(873) (10)	(1,746) (21)
Net cash flows from financing activities	11,304	(14,243)	(15,316)
Net (decrease)/increase in cash and cash equivalents Net cash and cash equivalents at beginning of period	(3,963) 4,246	1,414 4,037	209 4,037
Net cash and cash equivalents at end of period	283	5,451	4,246
Analysis of net (debt)/funds: Cash and cash equivalents Bank overdrafts	3,140 (2,857)	9,638 (4,187)	4,246 —
Net cash and cash equivalents Bank loans Related party loans Government loans	283 (19,943) (200) (2,116)	5,451 (4,650) (200) —	4,246 (5,553) (200) (752)
Net (debt)/funds	(21,976)	601	(2,259)

Condensed financial statements Notes to the condensed financial statements for the half year ended 30 June 2012

1. General information

The Company is a public limited company which is listed on the London Stock Exchange and incorporated and domiciled in the United Kingdom. The address of its registered office is Banner Cross Hall, Ecclesall Road South, Sheffield, United Kingdom S11 9PD.

The financial information set out on pages 6 to 9 does not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006 and is neither audited nor reviewed. The Financial Statements for the year ended 31 December 2011, which were prepared under IFRS as adopted by the European Union, have been reported on by the Group's auditors and delivered to the Registrar of Companies. The Independent Auditors' Report was unqualified and did not contain any statement under Section 498 (2) or (3) of the Companies Act 2006.

2. Basis of preparation and accounting policies

The half-yearly financial information has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34 'Interim Financial Reporting' as adopted by the European Union.

The Company meets its day-to-day working capital requirements through a secured loan facility, which includes an overdraft facility, and was renewed on 7 May 2012 for a period of three years. The current economic conditions create uncertainty for all businesses over a number of risk areas. As part of their regular going concern review the Directors specifically address all the risk areas that they consider material to the assessment of going concern. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and thus they continue to adopt the going concern basis of accounting in preparing the half-yearly financial information.

The preparation of half-yearly financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.

In preparing these half-yearly financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated Financial Statements for the year ended 31 December 2011.

The half-yearly financial information has been prepared using the same accounting policies and methods of computation as compared with the annual Financial Statements for the year ended 31 December 2011, except for as described below:

The following standards and interpretations are mandatory for the first time for the financial year ending 31 December 2012:

		Effective from
IAS 1 (amended 2011)	'Presentation of Items of Other Comprehensive Income'	1 July 2012
IAS 12 (amended 2010)	'Deferred Tax: Recovery of Underlying Assets'	1 January 2012*
IFRS 1 (amended 2010)	'Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters'	1 July 2011*

* Not yet endorsed by the EU.

The adoption of these standards and interpretations has not had a significant impact on the Group.

3. Segment information

For the purpose of the Board making strategic decisions, the Group is currently organised into three operating segments: Property investment and development; Land development; and Construction. Group overheads are not a reportable segment, however, information about them is considered by the Board in conjunction with the reportable segments.

Operations are carried out entirely within the United Kingdom.

Inter-segment sales are charged at prevailing market prices.

The accounting policies of the reportable segments are the same as the Group's accounting policies as detailed above.

Segment profit represents the profit earned by each segment before tax and is consistent with the measure reported to the Group's Board for the purpose of resource allocation and assessment of segment performance.

3. Segment information continued

			Half year ended 30 June 2012 Unaudited
Revenue	Property investment and development £'000	Land development £'000	Construction £'000	Group overheads £'000	Eliminations £'000	Total £'000
External sales	6,573	882	35,860	—	—	43,315
Inter-segment sales	154	—	672	319	(1,145)	—
Total revenue	6,727	882	36,532	319	(1,145)	43,315
Operating profit/(loss)	4,024	166	3,513	(1,537)	—	6,166
Finance income	643	318	681	3,794	(5,107)	329
Finance costs	(3,228)	(511)	(324)	(1,727)	5,107	(683)
Share of profits of joint ventures	1	—	—	—	—	1
Profit/(loss) before tax	1,440	(27)	3,870	530	—	5,813
Tax	(50)	(8)	(975)	(553)	(43)	(1,629)
Profit/(loss) for the period	1,390	(35)	2,895	(23)	(43)	4,184

	Half year ended 30 June 2011 Unaudited
	Property investment and	Land		Group
Revenue	development £'000	development £'000	Construction £'000	overheads £'000	Eliminations £'000	Total £'000
External sales	5,090	22,963	38,837	—	—	66,890
Inter-segment sales	155	—	109	270	(534)	—
Total revenue	5,245	22,963	38,946	270	(534)	66,890
Operating profit/(loss)	384	7,906	2,733	(1,409)	—	9,614
Finance income	603	311	658	3,407	(4,600)	379
Finance costs	(3,106)	(309)	(352)	(1,759)	4,600	(926)
Share of profits of joint ventures	30	—	—	—	—	30
Profit/(loss) before tax	(2,089)	7,908	3,039	239	—	9,097
Tax	455	(2,081)	(996)	(517)	342	(2,797)
Profit/(loss) for the period	(1,634)	5,827	2,043	(278)	342	6,300

Year ended 31 December 2011 Audited
Revenue	Property investment and development £'000	Land development £'000	Construction £'000	Group overheads £'000	Eliminations £'000	Total £'000
External sales	12,478	30,124	71,981	—	—	114,583
Inter-segment sales	310	—	363	446	(1,119)	—
Total revenue	12,788	30,124	72,344	446	(1,119)	114,583
Operating profit/(loss)	272	11,017	7,339	(1,746)	—	16,882
Finance income	1,233	678	1,339	11,934	(14,389)	795
Finance costs	(6,219)	(636)	(698)	(3,431)	9,389	(1,595)
Share of profit of joint ventures	30	—	—	—	—	30
Profit/(loss) before tax	(4,684)	11,059	7,980	6,757	(5,000)	16,112
Tax	(1,705)	(2,996)	(2,086)	1,386	78	(5,323)
Profit/(loss) for the year	(6,389)	8,063	5,894	8,143	(4,922)	10,789

Condensed financial statements Notes to the condensed financial statements continued for the half year ended 30 June 2012

3. Segment information continued
	30 June	30 June	31 December
	2012 Unaudited	2011 Unaudited	2011 Audited
	£'000	£'000	£'000
Segment assets
Property investment and development	165,972	156,123	159,452
Land development	97,869	95,909	93,899
Construction	28,560	29,298	25,503
Group overheads and other	2,624	1,702	1,892
	295,025	283,032	280,746
Unallocated assets
Deferred tax assets	9,325	6,028	7,364
Cash and cash equivalents	3,140	9,638	4,246
Total assets	307,490	298,698	292,356
Segment liabilities
Property investment and development	4,907	5,074	4,684
Land development	23,515	27,999	26,373
Construction	42,003	45,000	42,442
Group overheads and other	1,222	2,262	1,709
	71,647	80,335	75,208
Unallocated liabilities
Current tax liabilities	778	2,361	1,957
Current borrowings	19,505	5,549	1,422
Non-current borrowings	5,611	3,488	5,083
Retirement benefit obligations	32,653	17,103	22,649
Total liabilities	130,194	108,836	106,319
Total net assets	177,296	189,862	186,037

4. Earnings per ordinary share

Earnings per ordinary share is calculated on the weighted average number of shares in issue. Diluted earnings per ordinary share is calculated on the weighted average number of shares in issue adjusted for the effects of any dilutive potential ordinary shares.

5. Dividends
	Half year	Half year	Year
	ended	ended	ended
	30 June	30 June	31 December
	2012	2011	2011
	Unaudited	Unaudited	Audited
	£'000	£'000	£'000
Amounts recognised as distributions to equity holders in year:
Preference dividend on cumulative preference shares	10	10	21
Interim dividend for the year ended 31 December 2011 of 1.65p per share (2010: 1.35p)	—	—	2,141
Second interim dividend for the year ended 31 December 2010 of 2.15p per share (2009: 1.25p)	—	2,779	2,779
Final dividend for the year ended 31 December 2011 of 2.60p per share (2010: Nil)	3,388	—	—
	3,398	2,789	4,941

An interim dividend amounting to £2,347,000 (2011: £2,132,000) will be paid on 26 October 2012 to shareholders whose names are on the register at the close of business on 5 October 2012. The proposed interim dividend has not been approved at the date of the Consolidated Statement of Financial Position and so has not been included as a liability in these Financial Statements.

6. Tax
	Half year	Half year	Year
	ended	ended	ended
	30 June	30 June	31 December
	2012 Unaudited	2011 Unaudited	2011 Audited
	£'000	£'000	£'000
Current tax:
UK corporation tax on profits for the year	1,065	1,851	4,162
Adjustment in respect of earlier years	(10)	(161)	(267)
Total current tax	1,055	1,690	3,895
Deferred tax:
Origination and reversal of temporary differences	574	1,107	1,321
Adjustment in respect of earlier years	—	—	107
Total deferred tax	574	1,107	1,428
Total tax	1,629	2,797	5,323

Corporation tax is calculated at 24.5% (2011: 26.5%) of the estimated assessable profit for the period being management's estimate of the weighted average corporation tax rate for the period.

During the period, as a result of the change in the UK corporation tax rate from 25% to 24% that was substantively enacted on 26 March 2012 and effective from 1 April 2012, the relevant deferred tax balances have been re-measured. Deferred tax balances at the period end have been measured at 24% (June 2011: 26%), being the rate expected to be applicable at the date the actual tax will arise.

Further reductions to the UK corporation tax rate have been announced. The changes propose to reduce the rate to 23% from 1 April 2013 and to 22% from 1 April 2014. The changes had not been substantively enacted at the Statement of Financial Position date and therefore are not recognised in these Financial Statements.

7. Investment properties

At 30 June 2012, the Group had entered into contractual commitments for the acquisition and repair of investment property amounting to £5,175,000 (31 December 2011: £2,335,000).

8. Borrowings

	Half year	Half year	Year
	ended	ended	ended
	30 June	30 June	31 December
	2012	2011	2011
	Unaudited	Unaudited	Audited
	£'000	£'000	£'000
Bank overdrafts	2,857	4,187	—
Bank loans	19,943	4,650	5,553
Government loans	2,116	—	752
Loans from related parties	200	200	200
	25,116	9,037	6,505

Movements in borrowings are analysed as follows:

	£'000
At 1 January 2012	6,505
Secured bank loans	19,000
Repayment of secured bank loans	(4,610)
Government loans	1,364
Movement in bank overdrafts	2,857
At 30 June 2012	25,116

The Group has in place three year committed facilities totalling £50m with our three banking partners. In February 2012, the Group concluded negotiations with the three banking partners to renew the existing £50m facility we had in place at 31 December 2011. The renewed facilities commenced on 7 May 2012, with a renewal date of 7 May 2015. The renewed facilities, on improved terms, maintain covenants on the same basis as the previous facilities.

Condensed financial statements Notes to the condensed financial statements continued for the half year ended 30 June 2012

9. Provisions for liabilities and charges

Since 31 December 2011 the following movements on provisions for liabilities and charges have occurred:

• > the road maintenance provision represents management's best estimate of the Group's liability under a five year rolling programme for the maintenance of the Group's PFI asset. During the period £203,000 has been utilised and additional provisions of £326,000 have been made, all of which were due to normal operating procedures; and
• > the Land development provision represents management's best estimate of the Group's liability to provide infrastructure and services to land which has been disposed of. During the period £2,231,000 has been utilised and additional provisions of £74,000 have been made.

10. Defined benefit pension scheme

The assumptions that have been used in the calculations of the defined benefit pension scheme by its actuary were as follows:

30 June 2012 %	30 June	31 December
	2011	2011 %
	%
2.75	2.90	2.75
2.00	2.15	2.00
1.00	1.00	1.00
2.75	2.90	2.75
2.00	2.00	2.00
4.55	5.50	5.00
5.72	5.78	5.33

Amounts recognised in the Consolidated Statement of Comprehensive Income in respect of the scheme are as follows:

	Half year ended 30 June 2012	Half year ended 30 June 2011	Year ended 31 December 2011
	Unaudited £'000	Unaudited £'000	Audited £'000
Current service cost	(470)	(472)	(905)
Interest on obligation	(3,483)	(3,393)	(6,875)
Expected return on scheme assets	3,136	3,213	6,563
Pension Protection Fund	(69)	(60)	(199)
Pension expenses	(886)	(712)	(1,416)

The amount included in the Statement of Financial Position arising from the Group's obligations in respect of the scheme is as follows:

	Half year	Half year	Year
	ended	ended	ended
	30 June	30 June	31 December
	2012	2011	2011
	Unaudited	Unaudited	Audited
	£'000	£'000	£'000
Present value of scheme obligations	155,236	132,881	142,322
Fair value of scheme assets	(122,583)	(115,778)	(119,673)
	32,653	17,103	22,649

11. Related party transactions

There have been no material transactions with related parties during the period.

There have been no material changes to the related party arrangements as reported in note 29 of the Annual Report and Financial Statements for the year ended 31 December 2011.

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Corporate information Condensed financial statements Half-yearly review

12. Key risks

In common with all organisations, the Group faces risks which may affect its performance. These are general in nature and include: obtaining business on competitive terms, retaining key personnel, successful integration of new business streams and market competition.

The Group operates a system of internal control and risk management in order to provide assurance that we are managing risk whilst achieving our business objectives. No system can fully eliminate risk and therefore the understanding of operational risk is central to the management process within Henry Boot. The long-term success of the Group depends on the continual review, assessment and control of the key business risks it faces.

The Directors do not consider that the principal risks and uncertainties have changed since the publication of the Annual Report for the year ended 31 December 2011. To enable shareholders to appreciate what the business considers are the main operational risks, they are briefly outlined below:

Development

• > Not developing marketable assets for both tenants and the investment market on time and cost effectively.
• > Rising market yields on completion making development uneconomic.
• > Construction and tenant risk which is not matched by commensurate returns on development projects.

Land

• > The inability to source, acquire and promote land would have a detrimental effect on the Group's strategic land bank and income stream.
• > Prices may be affected by changes in Government policy, legislation, planning environment and taxation.
• > A dramatic change in house builder funding sentiment and demand for housing can have a marked change on the demand and pricing profile for land.

Investments

> Identifying and retaining assets which have the best opportunity for long-term rental and capital growth, or conversely selling those assets where capital values have been maximised.

Interest rates

> Significant upward changes in interest rates affect interest costs, yields and asset prices and reduce demand for commercial and residential property.

Treasury

> The lack of readily available funding to either the Group or third parties to undertake property transactions can have a significant impact on the marketplace in which the Group operates.

Planning

• > Increased complexity, cost and delay in the planning process may slow down the project pipeline.
• > The recent significant change in demand for housing and the attendant decline in land prices may have a detrimental effect on the supply of land being brought to market by landowners.
• > Changes in Government or Government policy, as happened in 2010, towards planning policies could impact on the speed of the consent process or the value of sites.

Personnel

> Attraction and retention of the highest calibre people with the appropriate experience is crucial to our long-term growth in the highly competitive labour markets in which the Group works.

Pension

> The Group operates a defined benefit pension scheme which has been closed to new members for some time. Whilst the trustees have a prudent approach to the mix of both return seeking and fixed interest assets, times of economic instability can have an impact on those asset values with the result that the reported pension deficit increases. Furthermore, the relationship between implied inflation and long-term gilt yields has a major impact on the pension deficit and the business has little control over those variables.

Environmental

• > The Group is inextricably linked to the property sector and environmental considerations are paramount to our success.
• > Stricter environmental legislation will increase development and house building costs and therefore could impact on profitability if capital and land values do not increase to reflect this more efficient energy performance.

Economic

> The Group operates solely in the UK and is closely allied to the real estate, house building and construction sectors. A strong economy with strong tenant demand is vital to create long-term growth in rental and asset values, whilst at the same time creating a healthy market for the construction and plant hire divisions. The much published reductions in public spending, the more difficult planning regime and comparatively low levels of property lending could have an impact on the Group's business.

Counterparty

> Depends on the stability of customers, suppliers, funders and development partners to achieve success.

13. Approval

At the Board meeting on 23 August 2012 the Directors formally approved the issue of these statements.

Condensed financial statements Responsibility statements of the directors

We confirm that to the best of our knowledge:

• a) the unaudited Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union;
• b) the Half-yearly Report includes a fair review of the information required by Section DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
• c) the Half-yearly Report includes a fair review of the information required by Section DTR 4.2.8R (disclosure of related parties transactions and changes therein).

On behalf of the Board

E J Boot J T Sutcliffe Director Director 23 August 2012 23 August 2012

Corporate information Company information

Henry Boot PLC

Registered office: Banner Cross Hall Ecclesall Road South Sheffield S11 9PD United Kingdom

Registered in England No. 160996

t: 0114 255 5444 f: 0114 258 5548 e: cosec@henryboot.co.uk www.henryboot.co.uk

Financial calendar

ANNOUNCEMENTS Half-yearly Results 2012: 24 August 2012

mid November 2012 Financial year end: 31 December 2012 Trading Update 2012: late January 2013

Second 2012 Interim Management Statement:

Preliminary statement of results 2012:

Non-executive Chairman John Brown

Executive Directors Jamie Boot John Sutcliffe

Non-executive directors Michael Gunston James Sykes

LONDON STOCK EXCHANGE HALF-YEARLY REPORT AND ANNUAL REPORT AND FINANCIAL STATEMENTS 2012

Half-yearly Results 2012: 7 September 2012

Annual Report and Financial Statements 2012: late April 2013

DIVIDEND PAID ON ORDINARY SHARES

2012 Interim: 26 October 2012

ANNUAL GENERAL MEETING late May 2013

Condensed financial statements

Half-yearly review

Chartered Accountants and Statutory Auditors PricewaterhouseCoopers LLP 1 East Parade Sheffield S1 2ET

Corporate Finance

KPMG Corporate Finance 1 The Embankment Neville Street Leeds LS1 4DW

Financial PR

Advisers

late March 2013

Tooleystreet Communications Limited Barn 9 North Courtyard Dunston Business Village Dunston Staffordshire ST18 9AB

Bankers

Barclays Bank PLC 1 St Paul's Place 121 Norfolk Street Sheffield S1 2JW

Lloyds TSB Bank plc 14 Church Street Sheffield S1 1HP

The Royal Bank of Scotland plc 2 Whitehall Quay Leeds LS1 4HR

Registrars

Capita Registrars Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

Solicitors

DLA Piper UK LLP 1 St Paul's Place Sheffield S1 2JX

Stockbrokers

Investec Bank plc 2 Gresham Street London EC2V 7QP

Further copies of the 2012 Half-yearly Report may be obtained from the Company Secretary.

Henry Boot PLC Registered office: Banner Cross Hall Ecclesall Road South Sheffield S11 9PD United Kingdom

Registered in England No. 160996

t: 0114 255 5444 f: 0114 258 5548 e: cosec@henryboot.co.uk www.henryboot.co.uk