RNS Number : 1554D
  Hilton Food Group PLC
  11 September 2008
   


    Hilton Food Group plc

    Interim Results for the 28 weeks to 13 July 2008

    A robust trading performance with continuing 
    sales and profit growth

    Hilton Food Group plc, the leading specialist retail meat packing business supplying major international food retailers in Europe, is
pleased to announce its interim results for the 28 weeks to 13 July 2008.

                                           28 weeks to  28 weeks to  52 weeks to
                                               13 July      15 July  31 Dec 2007
                                                  2008         2007

                                 Turnover  �378.5m      �305.9m      �577.7m

      Operating profit before significant  �11.2m       �9.6m        �17.4m
                                    item*

 Operating profit after significant item*  �11.2m       �7.9m        �15.7m

                        Profit before tax  �9.7m        �7.4m        �13.7m

 Cash generated from operating activities  �19.4m       �16.3m       �25.4m
                 before significant item*

 Cash generated from operating activities  �19.4m       �14.6m       �23.6m
                  after significant item*

          Basic earnings per share before  9.5p         9.4p         15.0p
                        significant item*

           Basic earnings per share after  9.5p         7.0p         12.7p
                        significant item*

          Interim Dividend to be paid in   2.4p         2.2p         7.4p
                            December 2008

    * the significant item in 2007 relates to costs to the Group associated with the flotation of Hilton Food Group plc on the London Stock
Exchange 

    *     Turnover growth of 24 %

    *     Volume growth of 10 %

    *     Operating profit before significant items 17 % ahead of last year

    *     Continued strong cash generation with cash flow from operating activities of �19.4 m

    *     New bacon and sausage production facility in Ireland completed and commenced production in August 2008


    Commenting, Robert Watson, Chief Executive said:

    "I am pleased to report that over the first 28 weeks of 2008 our trading has been robust, despite rising raw material prices and a more
difficult general trading environment across Europe. 

    Strong turnover growth has been underpinned by an increased level of customer promotions, the positive impact of foreign currency
translation, raw material price increases feeding through into selling prices and a solid volume performance across the territories we
serve."


    Enquiries

  Hilton Food Group - Robert Watson, Nigel Majewski   Tel: +44 (0) 1480 387214

 Citigate Dewe Rogerson - Tom Baldock, Nicola Smith  Tel: +44 (0) 207 638 9571




    Financial Review

    The Group is presenting its interim results for the 28 weeks to 13 July 2008, with comparative information for the 28 weeks to 15 July
2007 and the year to 31 December 2007. The interim results of the Group are prepared in accordance with International Financial Reporting
Standards ("IFRS") as adopted by the EU.

    Underlying trading performance has been strong, with volumes growing overall by 10%. Further details of volume growth by segment are
detailed in the Review of Operations, below. 

    Total Group turnover rose by 24% to �378.5million, as compared to �305.9 million in the corresponding period last year. The increase is
above the level of volume gains, with a combination of higher raw material prices feeding directly into higher selling prices and the
favourable effect of currency translation. 

    Gross profit margins were 13.8%, compared to 14.1% in the corresponding period last year. The operating profit margin was little changed
at 3.0% ( 2007: 3.1%).

    Operating profit for the first 28 weeks, at �11.2 million, was �1.6m (17% ) ahead of the operating profit before significant items of
�9.6m (�7.9m after flotation costs of �1.7m) earned in the corresponding period in 2007. Operating profit benefited from the impact of
higher volumes together with the favourable impact of currency translation, as compared to the corresponding period last year, but was
moderated by start up and diseconomy costs in Ireland and Poland, as detailed in the Review of Operations.

    Net finance costs rose from �0.5m to �1.5m. The increase comprises a full period's interest charge in the current period on the pre
flotation bank borrowings, which were put in place part way through the corresponding 28 weeks in 2007, and reflects the absence of a once
off release of provisions for interest on overseas taxation exposures credited last year.

    Profit before taxation was �9.7m (2007: �7.4m), reflecting the increase in operating profit of �1.6m and the absence of the once off
flotation costs in 2007 (�1.7m), offset by the higher finance charges (�1.0m). The tax charge for the period was �2.5m, an effective
underlying rate of tax of 26% (2007: 26%).

    Basic earnings per share in the first 28 weeks were 9.5p (2007 9.4p before flotation costs) an increase of 1.1%.

    The Board has declared an interim dividend of 2.4 pence per share, amounting to approximately �1.7m, (2.2 pence per share in 2007
amounting to �1.5m) which will be payable on 5 December 2008, to shareholders on the register at close of business on 7 November 2008.  

    Cash flow continues to be strong, with the Group generating �19.4 cash from operating activities during the period as compared to �16.3m
in the corresponding period last year (�14.6m after flotation costs of �1.7m). This has enabled the group to continue to reduce the level of
net debt outstanding, despite the investment in the new bacon and sausage production facility in Ireland. Group borrowings, net of cash
balances of �22.4 m, were �33.0m at 13 July 2008 (�36.2m at 31 December 2007).

    Capital expenditure in the period was �8.4m with the principal areas of expenditure being the new bacon and sausage facility in Ireland,
which came on stream in August 2008, and continuing expenditure on efficiency improvement, upgrading information systems and routine
refurbishment across all our facilities.

    Principal risks and uncertainties

    The Group has a formal system to identify, assess and manage the impact of risks on its business. The more significant risks and
uncertainties faced by the Group, together with the Group's risk management process are detailed in the Corporate Governance report on pages
22 to 25 of the Hilton Food Group plc annual report and financial statements 2007. The principal risks and uncertainties itemised in this
report were:

    *     The Group is dependent on a small number of customers who exercise significant buying power and influence
    *     The Group's potential for growth is dependent on the brands of its customers and the future growth of their packed meat sales
    *     The Group's business is reliant on a number of key personnel and its ability to manage growth successfully
    *     The Group's business is dependent on maintaining a wide and flexible global meat supply base
    *     Outbreaks of disease affecting livestock and media concerns can impact the Group's sales

    The risks and uncertainties outlined above have had no impact on the results for the 28 weeks to 13 July 2008 and remain unchanged with
respect to the last 24 weeks of the financial year, despite the worsening macroeconomic environment across Europe.

    Related parties

    Transactions with related parties, which comprise only purchases of raw material meat, are covered in note 11 to the condensed
consolidated interim financial information. The nature of these transactions are unchanged from previous years.



    Review of Operations

    Western Europe

    Operating profit of �10.8 m ( 2007 �9.1m ) on turnover of �357.9m ( 2007 �293.4m)

    Continued progress was made across our Western European operations in the UK, Ireland, Holland and Sweden with our customers continuing
to achieve organic growth. Volume growth was 8%, with turnover growth of 22%, the latter reflecting both higher raw material prices and
favourable currency translation rates into sterling. This was achieved despite an increasingly challenging macroeconomic environment, which
has resulted in consumers trading down in relation to their meat purchases, to mince and less expensive meat cuts, but has not, to date, had
any material effect on overall volumes of meat sold by our customers. Operating profit growth was moderated by start up costs incurred in
relation to the new bacon and sausage production facility in Ireland, which started production in August 2008.


    Other regions

    Operating profit of �0.4m ( 2007 �0.5m ) on turnover of �20.6m ( 2007 �12.5m)

    In Central Europe, our trial to supply Tesco stores from our plant in Tychy continues to progress. Volumes have started to build, with
red meat products now being supplied to Tesco stores in the Czech Republic, Hungary, Poland and Slovakia. Volumes supplied to Ahold stores
in the Czech Republic remain encouraging. Overall volume growth was 34%, with turnover growth of 65% reflecting the progressive impact of
the Tesco trial, higher raw material prices and favourable currency translation rates into sterling. Operating profit for the period was
impacted by the inevitable start up and diseconomy costs involved in starting deliveries to four new customer channels, initially, in each
case, at low volume levels.

    Investment in capacity expansion and efficiency

    Hilton continues to invest in its facilities both to expand its business, as with the new sausage and bacon facility in Ireland, and to
ensure it keeps all its facilities well-invested at all times, so that it can achieve low unit costs and competitive selling prices at high
levels of production throughput. Capital expenditure in the period was �8.4m ( 2007 �6.9m ).

    Employees

    The progress made by the Group in the first 28 weeks of 2008 is attributable to the strength of the dedicated workforces and management
teams we have in place in each country and, on behalf of the Board, we would like to thank them for their continuing commitment, enthusiasm
and expertise.

    Outlook

    We have achieved robust growth across our business in spite of a worsening macroeconomic climate in Europe. We expect consumers'
increasing drive for value to continue and potentially accelerate. As a business with modern well invested and flexible facilities, a good
geographic spread and extensive global procurement reach, Hilton is considered by the Board to be well positioned for the current economic
environment. The last 24 weeks of 2008 will inevitably see continuing challenges, but the Board expects the Group to meet market forecasts
for the 2008 financial year.

 Gordon Summerfield CBE  Robert Watson OBE
 Chairman                Chief Executive


    11 September 2008



    Statement of Directors' Responsibilities

    The directors confirm that, to the best of their knowledge, the attached condensed consolidated interim financial information has been
prepared in accordance with IAS 34 as adopted by the European Union and that the Financial Review on pages 3 to 4 and Review of Operations
on page 5 include a fair review of the information required by DTR 4.2.7R ( indication of important events during the first 28 weeks and
description of principal risks and uncertainties for the remaining 24 weeks of the year ) and DTR 4.2.8R ( disclosure of related parties and
changes therein ).

    The directors of Hilton Food Group plc are listed in the Hilton Food Group plc annual report and financial statements 2007 on page 17.
There have been no changes in directors since 31 December 2007, a list of which is also maintained on the Hilton Food Group plc website:
www.hiltonfoodgroupplc.com.

 On behalf of the Board  Robert Watson OBE  Nigel Majewski
                         Chief Executive    Finance Director



    Consolidated income statement

                                                          28 weeks    28 weeks
                                                             ended       ended
                                                           13 July     15 July
                                                              2008        2007
 Continuing operations                            Note       �'000       �'000
 Revenue                                           4       378,485     305,852
 Cost of sales                                           (326,377)   (262,604)
 Gross profit                                               52,108      43,248
 Distribution costs                                        (3,841)     (3,359)
 Administrative expenses                                  (37,062)    (30,291)
 Restructuring and flotation costs                               -     (1,687)
 Operating profit                                  4        11,205       7,911
 Finance income                                                610         220
 Finance costs                                             (2,135)       (749)
 Finance costs - net                                       (1,525)       (529)
 Profit before income tax                                    9,680       7,382
 Income tax expense                                5       (2,539)     (2,157)
 Profit for the half year                                    7,141       5,225


 Attributable to:
 Equity holders of the company                               6,605       4,874
 Minority interest                                             536         351
                                                             7,141       5,225


 Earnings per share for profit attributable to
 the equity holders of the company
 - Basic and diluted (pence)                       7           9.5         7.0

    The notes form an integral part of this condensed consolidated interim financial information.



    Consolidated balance sheet

                                                13 July   15 July  31 December
                                                   2008      2007         2007
                                         Note     �'000     �'000        �'000
 Assets
 Non-current assets
 Property, plant and equipment            8      47,151    43,609       42,286
 Intangible assets                        8       3,910     4,242        3,987
 Deferred income tax assets                       1,395     1,274        1,273
                                                 52,456    49,125       47,546
 Current assets
 Inventories                                     14,568     9,776        9,654
 Trade and other receivables                     62,410    46,780       50,993
 Cash and cash equivalents                       22,393    18,373       20,792
                                                 99,371    74,929       81,439
 Total assets                                   151,827   124,054      128,985

 Capital and reserves attributable to
 equity holders of the Group
 Share capital                            10      6,966     6,966        6,966
 Other reserves                                   2,251      (77)          896
 Retained earnings                               15,022     9,625       12,039
                                                 24,239    16,514       19,901
 Reverse acquisition reserve                   (31,700)  (31,700)     (31,700)
 Merger reserve                                     919       919          919
                                                (6,542)  (14,267)     (10,880)
 Minority interest in equity                        958       454          367
 Total equity                                   (5,584)  (13,813)     (10,513)
 Liabilities
 Non-current liabilities
 Borrowings                               9      48,497    48,517       50,302
 Deferred income tax liabilities                  1,710     1,244        1,580
 Other non-current liabilities                       56     1,248          264
                                                 50,263    51,009       52,146
 Current liabilities
 Borrowings                               9       6,846     7,459        6,682
 Trade and other payables                        98,284    77,131       78,856
 Current income tax liabilities                   2,018     2,268        1,814
                                                107,148    86,858       87,352
 Total liabilities                              157,411   137,867      139,498
 Total equity and liabilities                   151,827   124,054      128,985

    The notes form an integral part of this condensed consolidated interim financial information.



    Consolidated statement of changes in equity

                                              Attributable to equity holders of the company
                                                                         Reverse
                                 Note  Share  Other  Retained  Sub       Acquisit  Merger  Total     Minority  Total
                                       capit  reser  earnings  total     ion       reserv            interest  equity
                                       al     ves                        reserve   e
                                       �'000  �'000  �'000     �'000     �'000     �'000   �'000     �'000     �'000

 Balance at 1 January 2007             200    (102)  29,451    29,549    -         -       29,549    1,288     30,837

 Currency translation                  -      25     -         25        -         -       25        3         28
 differences
 Profit for the half year              -      -      4,874     4,874     -         -       4,874     351       5,225
 Total recognised income and
 expense for the 28 weeks ended        -      25     4,874     4,899     -         -       4,899     354       5,253
 15 July 2007

 Dividend paid                    6    -      -      (24,700)  (24,700)  -         -       (24,700)  (1,039)   (25,739)
 Reverse acquisition of Hilton         6,700      -  -         6,700     (31,700)  -       (25,000)  -         (25,000)
 Foods Limited
 Acquisition of minority               66     -      -         66        -         919     985       (149)     836
 shareholding

 Balance at 15 July 2007               6,966  (77)   9,625     16,514    (31,700)  919     (14,267)  454       (13,813)


 Balance at 1 January 2008             6,966  896    12,039    19,901    (31,700)  919     (10,880)  367       (10,513)

 Currency translation                  -      1,330  -         1,330     -         -       1,330     55        1,385
 differences
 Profit for the half year              -      -      6,605     6,605     -         -       6,605     536       7,141
 Total recognised income and           -      1,330  6,605     7,935     -         -       7,935     591       8,526
 expense for the 28 weeks ended
 13 July 2008

 Adjustment in respect of              -      25     -         25        -         -       25        -         25
 employee share scheme
 Dividend paid                    6    -      -      (3,622)   (3,622)   -         -       (3,622)   -         (3,622)

 Balance at 13 July 2008               6,966  2,251  15,022    24,239    (31,700)  919     (6,542)   958       (5,584)

    The notes form an integral part of this condensed consolidated interim financial information.



    Consolidated cash flow statement

                                                          28 weeks    28 weeks
                                                             ended       ended
                                                           13 July     15 July
                                                              2008        2007
                                                             �'000       �'000
 Cash flows from operating activities                 
 Cash generated from operations                             19,366      14,608
 Interest paid                                             (3,002)     (1,116)
 Income tax paid                                           (2,585)     (1,643)
 Net cash generated from operating activities               13,779      11,849
                                                      
 Cash flows from investing activities                 
 Purchase of property, plant and equipment                 (8,362)     (6,854)
 Proceeds from sale of property, plant and equipment           196       1,948
 Government grant received                                       -          32
 Purchases of intangible assets                               (59)       (130)
 Interest received                                             610         220
 Net cash used in investing activities                     (7,615)     (4,784)
                                                      
 Cash flows from financing activities                 
 Proceeds from borrowings                                    2,440      47,500
 Repayments of borrowings                                  (4,454)     (5,630)
 Dividends paid to company shareholders                    (3,622)    (24,700)
 Dividends paid to minority interests                            -     (1,039)
 Reverse acquisition of Hilton Foods Limited                     -    (25,000)
 Net cash used in financing activities                     (5,636)     (8,869)
                                                      
 Net increase/(decrease) in cash, cash equivalents    
 and bank overdrafts                                           528     (1,804)
 Cash, cash equivalents and bank overdrafts at start        20,792      20,133
 of period                                            
 Exchange gains on cash, cash equivalents and bank           1,073          44
 overdrafts                                           
 Cash, cash equivalents and bank overdrafts at end          22,393      18,373
 of period                                            

    The notes form an integral part of this condensed consolidated interim financial information.



    Notes to the interim financial information


    1. General Information

    Hilton Food Group plc ("the Company") and its subsidiaries (together "the Group") is a specialist retail meat packing business supplying
major international food retailers in five European countries.

    The Company is a public limited liability company incorporated and domiciled in the UK. The address of the registered office is 2-8 The
Interchange, Latham Road, Huntingdon, Cambridgeshire PE29 6YE. The registered number of the Company is 6165540. 

    The Company has its primary listing on the London Stock Exchange.

    This condensed consolidated interim financial information was approved for issue on 11 September 2008.

    This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of Section 240 of the
Companies Act 1985. Statutory accounts for the year ended 31 December 2007 were approved by the Board of Directors on 14 April 2008 and
delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter
paragraph and did not contain any statement under Section 237 of the Companies Act 1985.

    This condensed consolidated interim financial information has been reviewed, not audited.


    2. Basis of preparation

    This condensed consolidated interim financial information for the 28 weeks ended 13 July 2008 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 condensed consolidated interim financial information should be read in conjunction with the annual report and financial
statements for the year ended 31 December 2007 which have been prepared in accordance with IFRS as adopted by the European Union.


    3. Accounting Policies

    Except as described below, the accounting policies applied are consistent with those of the annual report and financial statements for
the year ended 31 December 2007, as described in those annual financial statements.

    Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.


    The following new standards, amendments to standards or interpretations are mandatory for the first time for the financial year
beginning 1 January 2008, but are not currently relevant for the Group.

    IFRIC 11, 'IFRS 2 - Group and treasury share transactions'.

    IFRIC 12, 'Service concession arrangements'.

    IFRIC 14, 'IAS19 - the limit on a defined benefit asset, minimum funding requirements and their interaction'.


    The following new standards, amendments to standards and interpretations have been issued but are not effective for the financial year
beginning 1 January 2008 and have not been early adopted:

    IFRS 8, 'Operating segments', effective for annual periods beginning on or after 1 January 2009. IFRS 8 replaces IAS 14, 'Segment
reporting', and requires a 'management approach' under which segment information is presented on the same basis as that used for internal
reporting purposes. The expected impact is being assessed in detail by management in advance of future implementation.

    IAS 23 (amendment), 'Borrowing costs' effective for annual periods beginning on or after 1 January 2009. The Group currently have no
such qualifying assets.

    IFRS 2 (amendment), 'Share-based payment' effective for annual periods beginning on or after 1 January 2009. Management is assessing the
impact of changes to vesting conditions and cancellations.

    IFRS 3 (amendment), 'Business combinations' and consequential amendments to IAS 27, 'Consolidated and separate financial statements',
IAS 28, 'Investments in associates' and IAS 31, 'Interests in joint ventures', effective prospectively to business combinations for which
the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009. Management is
assessing the impact of the new requirements regarding acquisition accounting and consolidation. The Group does not have any associates or
joint ventures.

    IAS 1 (amendment), 'Financial instruments: presentation', and consequential amendments to IAS 1, 'Preparation of financial statements',
effective for annual periods beginning on or after 1 January 2009. This not relevant to the Group, as the Group does not have any puttable
instruments.

    IFRIC 13, 'Customer loyalty programmes', effective for annual periods beginning on or after 1 July 2008. The Group currently have no
customer loyalty programmes.


    4. Segmental information

                                       Operating
                                Total    profit/
                              Segment    segment
                              revenue     result
                                �'000      �'000
 28 weeks ended 13 July 2008
 Western Europe               357,876     10,797
 Other                         20,609        408
 Total                        378,485     11,205

 28 weeks ended 15 July 2007
 Western Europe               293,335      9,132
 Other                         12,517        466
 Unallocated                        -    (1,687)
 Total                        305,852      7,911

    There are no significant seasonal fluctuations.


    5. Income tax expense

    Income tax expense is recognised based on management's best estimate of the weighted average annual income tax rate expected for the
full financial year. The estimated average annual tax rate used for the year to 31 December 2008 is 26.2%. The estimated tax rate for the 28
weeks ended 15 July 2007 was 29.2% which included the impact of restructuring and flotation and other non-recurring items for which taxation
relief was not assumed.


    6. Dividends

                                                 28 weeks    28 weeks
                                                    ended       ended
                                                  13 July     15 July
                                                     2008        2007
                                                    �'000       �'000
 Final dividend paid 5.2p per ordinary share        3,622           -
 Other dividend paid 35.5p per ordinary share           -      24,700
 Total dividends paid                               3,622      24,700

    The directors propose an interim dividend of 2.4 pence per share payable on 5 December 2008 to shareholders who are on the register at 7
November 2008. This interim dividend, amounting to �1.7m has not been recognised as a liability in this interim financial information. It
will be recognised in shareholders' equity in the year to 31 December 2008.


    7. Earnings per share

    Basic and diluted earnings per share are calculated by dividing the profit attributable to equity holders of the company by the weighted
average number of ordinary shares in issue during the year.

                                                          28 weeks    28 weeks
                                                             ended       ended
                                                           13 July     15 July
                                                              2008        2007
 Profit attributable to equity holders of the company        6,605       4,874
 (�'000)
 Weighted average number of ordinary shares in issue        69,657      69,657
 (thousands)
 Basic and diluted earnings per share (pence)                  9.5         7.0
 Basic and diluted earnings per share before
 restructuring and flotation costs (pence)                     9.5         9.4


    8. Property, plant and equipment and intangible assets

                                               Property,  Intangible
                                               plant and      assets
                                               equipment
                                                   �'000       �'000
 28 weeks ended 15 July 2007
 Opening net book amount as at 1 January 2007     43,576       3,947
 Exchange adjustments                                 76          19
 Additions                                         6,855         964
 Disposals                                       (1,948)           -
 Depreciation and amortisation                   (4,950)       (688)
 Closing net book amount as at 15 July 2007       43,609       4,242

 28 weeks ended 13 July 2008
 Opening net book amount as at 1 January 2008     42,286       3,987
 Exchange adjustments                              2,701         347
 Additions                                         8,362          59
 Disposals                                          (89)           -
 Depreciation and amortisation                   (6,109)       (483)
 Closing net book amount as at 13 July 2008       47,151       3,910

    Additions comprise a facility extension in Ireland and continuing expenditure on efficiency improvement, upgrading information systems
and routine refurbishment across all facilities.


    9. Borrowings

                       28 weeks    28 weeks         Year
                          ended       ended        ended
                        13 July     15 July           31
                           2008        2007     December
                                                    2007
                          �'000       �'000        �'000
 Current                  6,846       7,459        6,682
 Non-current             48,497      48,517       50,302
 Total borrowings        55,343      55,976       56,984

    Movements in borrowings is analysed as follows:

                              28 weeks    28 weeks        Year
                                 ended       ended       ended
                               13 July     15 July          31
                                  2008        2007    December
                                                          2007
                                 �'000       �'000       �'000
 Opening amount                 56,984      16,261      16,261
 Exchange adjustments            1,240          76       1,479
 New borrowings                  2,440      47,500      48,413
 Repayment of borrowings       (5,321)     (7,861)     (9,169)
 Closing amount                 55,343      55,976      56,984


    10. Share capital

                                 Number of       Ordinary  Ordinary  Ordinary  Total
                                 Shares          Shares    Shares    Shares
                                 (thousands)     'A'       'B'
                                                 �'000     �'000     �'000     �'000

 Opening balance 1 January 2007  200             100       100       -         200
 Equity shares issued            69,657          -         -         6,966     6,966
 Reverse acquisition of shares   (200)           (100)     (100)     -         (200)
 in Hilton Foods Limited
 At 15 July 2007                 69,657          -         -         6,966     6,966

 Opening balance 1 January 2008  69,657          -         -         6,966     6,966
 and at 13 July 2008


    11. Related party transactions

    The companies noted below are all deemed to be related parties by way of common Directors.

    The following purchases were made on an arm's length basis from related parties:

                                         28 weeks    28 weeks        Year
                                            ended       ended       ended
                                          13 July     15 July          31
                                             2008        2007    December
                                                                     2007
                                            �'000       �'000       �'000
 Hilton Meats (International) Limited  37,696      30,172          70,097
 Romford Wholesale Meats Limited       23,909      18,154          42,311
 RWM Dorset Limited                    14,041      5,536           16,678
 Foyle Food Group Limited              20,212      18,959          35,384

    Amounts owing to related parties were as follows:
                                       13 July  15 July  31 December
                                          2008     2007         2007
                                         �'000    �'000        �'000
 Hilton Meats (International) Limited  4,264    4,688          3,908
 Romford Wholesale Meats Limited       2,540    3,223          2,458
 RWM Dorset Limited                    1,591    829            1,412
 Foyle Food Group Limited              2,757    3,126          3,301

    The ultimate shareholders of all the above companies have an interest in the share capital of the Company.




    Auditors' review report 

    Independent review report to Hilton Food Group plc

    Introduction

    We have been instructed by the company to review the condensed consolidated interim financial information in the interim financial
report for the 28 weeks ended 13 July 2008 which comprises the consolidated income statement, the consolidated balance sheet, the
consolidated statement of changes in equity, the consolidated cash flow statement and related notes. We have read the other information
contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the
information in the condensed consolidated interim financial information.

    Directors' responsibilities

    The interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for
preparing the interim financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services
Authority.

    As disclosed in note 2, the annual financial statements of the group are prepared in accordance with IFRS as adopted by the European
Union. The condensed consolidated interim financial information included in this interim financial report has been prepared in accordance
with the International Accounting Standard 34, 'Interim financial reporting' as adopted by the European Union.

    Our responsibility

    Our responsibility is to express to the company a conclusion on the condensed consolidated interim financial information in the interim
financial report based on our review. This report, including the conclusion, has been prepared for and only for the company and the purpose
of the Disclosure and Transparency Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report,
accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.

    Scope of review

    We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim
Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United
Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for producing financial
and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we
would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

    Conclusion

    Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial
information in the interim financial report for the 28 weeks ended 13 July 2008 is not prepared, in all material respects, in accordance
with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's
Financial Services Authority.



    PricewaterhouseCoopers LLP   
    Chartered Accountants
    Belfast  
    11 September 2008


    Notes:

 (a)    The maintenance and integrity of the Hilton Food Group plc web site is
              the responsibility of the directors; the work carried out by the
                 auditors does not involve consideration of these matters and,
       accordingly, the auditors accept no responsibility for any changes that
      may have occurred to the interim financial report since it was initially
                                                    presented on the web site.

 (b)           Legislation in the United Kingdom governing the preparation and
         dissemination of financial information may differ from legislation in
                                                           other jurisdictions



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