RNS Number : 8233J
  Invocas Group plc
  10 December 2008
   

    10 December 2008 
    INVOCAS GROUP PLC
    ('INVOCAS', THE 'COMPANY' OR THE 'GROUP')
    HALF YEARLY FINANCIAL RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2008

    Invocas, one of the UK's leading providers of personal debt solutions, today announces its interim results for the six month period to
30 September 2008. 


 Highlights
                             Six months ended            Six months          Year 
                                 30 September                ended          ended 
                                          2008        30 September        31 March
                                                               2007           2008
                                         �'000                �'000          �'000

 Revenue                                 4,751                4,864          9,884
 Operating profit                          944                1,864          3,015
 Profit before taxation                  1,020                1,928          3,176
 Earnings per share (pence)                                                       
                                          2.50                 4.59           7.85

    * Improving trends in the level of trading, which are continuing since the period end
    *     Value of total new work won increased 22% in period to �2.75m (2007: �2.26m)
    *     Number of Trust Deeds signed up 2% to 428 (2007: 421), with increase of 40% in second quarter to 225 (2007: 161)
    *     Total revenue opportunities for personal insolvency were over 1,900 (2007: circa 950)

    *     Considerable progress on re-focusing marketing strategy to reduce reliance on third party referrals

    * Total caseload of formal personal insolvency cases up to 5,814 (March 2008: 5,412) including Trust Deeds, Individual Voluntary
Arrangements ("IVAs") and Sequestrations 
    *     Strong balance sheet with net cash of �2.34m (March 2008: �4.27m), providing headroom for further growth

    * Revenue decreased to �4.75m (2007: �4.86m)
    *     Operating profit reduced to �0.94m (2007: �1.86m) following increasing marketing costs of �0.99m (2007: �0.42m)

    * Profit before taxation �1.02m (2007: �1.93m)
    *     Basic earnings per share down to 2.50p (2007: 4.59p)



    Howard Bell, Chairman, commented:

    "Invocas is well positioned to respond with confidence to the challenges and opportunities ahead. The period saw Invocas becoming
increasingly self-reliant in the generation of revenue opportunities. The diversification of our service lines into Individual Voluntary
Arrangements and Debt Management Plans leverages the Group's reputation for the delivery of high quality customer service, industry leading
low creditor objections to proposals and low failure rates on Trust Deeds. 

    Market conditions in the personal and corporate markets are highly favourable for our business and we expect demand for both our formal
and informal personal debt solutions and our corporate insolvency services to continue to increase significantly."



    For further information:

 Invocas Group plc                      Tel: +44 (0)20 7554 1400 (10 December)
 Howard Bell, Chairman                  Tel: +44 (0)131 222 2460 (thereafter)
 Stephen Lightley, CEO

 Gavin Anderson (Financial PR Adviser)  Tel: +44(0)20 7554 1400 
 Ken Cronin / Michael Turner / Anthony  Email: invocas@gavinanderson.co.uk
 Hughes
 Charles Stanley Securities (Nominated  Tel: +44 (0)20 7149 6000
 Adviser)
 Philip Davies/ Carl Holmes


    Website:  www.invocas.com


    Notes to editors
    Invocas is one of the UK's leading providers of personal and corporate debt solutions. Its Personal Insolvency business is firmly
established as a leading provider of Protected Trust Deeds (Scottish equivalent of Individual Voluntary Arrangements ("IVAs")). It also
operates a Corporate Services business which enjoys an excellent reputation in the Scottish market place.

    Invocas applies stringent minimum case acceptance criteria to Trust Deeds and IVAs. It will only accept a case if it is likely to
progress smoothly to completion and result in a successful outcome which balances the interests of both the indebted individual and their
creditors.

    The Group's Newtomorrow service aims to provide indebted individuals with the right advice, first time, every time. This is achieved in
a caring and professional manner by a team of highly experienced debt advisers delivering front line advice. Further information on
Newtomorrow can be found at www.newtomorrow.com
    
 
    Operating Review

    The current financial year represents a period of transition for our business and I am pleased to report that we have made considerable
progress in the first six months, refocusing our marketing strategy and developing our operational capacity in England and Wales. We are
increasing our self reliance in the generation of revenue opportunities through our call centre and marketing subsidiary, Newtomorrow. 

    Attaching to this strategy are increased costs of winning cases and, as conversions, particularly of Individual Voluntary Arrangements
("IVAs"), have not been achieved as quickly as had been anticipated, there has been an adverse impact on profit and cash flow for the six
months which were both significantly behind those achieved in the same period last year.  Similarly, revenue for the six month period was
down 2% to �4.75m (2007: �4.86m). 

    However, there are now clear positive trends in the level of trading and new work being won and, with the current economic conditions in
the UK deteriorating and funding constraints continuing to escalate, the Board is confident that the Group is now emerging from the
difficult times of last year.

    Operating profit for the period decreased to �0.94m (2007: �1.86m). Whilst disappointing, this reflects the fundamental re-engineering
of the business that is now well advanced. Following the loss of traditional work providers during 2007, Invocas committed to sourcing the
majority of our leads directly. This has entailed significant investment in marketing expenditure which began in the six months ended 31
March 2008 and has continued throughout the six months to 30 September. Marketing costs directly attributable to cases won are included in
direct costs. These costs amounted to �0.79m in the six months to 30 September 2008 (2007: �0.32m) with general marketing overhead costs of
�0.20m (2007: �0.10m). The additional marketing spend on direct and overhead costs amounted to approximately �0.57m in total and accounts
for much of the reduction in operating profit for the period. 

    A tighter fee structure on Protected Trust Deed services has been in place with creditors and their agents since April 2007 and this is
gradually having an effect on overall recoveries in the sector. Margins on IVA services are also tight and our recoveries in our new IVA
division have been less than those we earn generally in Scotland. This reflects not only the fee parameters agreed with creditors for IVAs,
but also the early stage of our development of our IVA division. 

    Looking forward, increasing volumes of cases in Scotland and in England will help to stabilise margins and we are investing over
�300,000 in new IT processes to facilitate significant operational efficiencies from April 2009. 

    As a result of the reduced profitability, the basic earnings per share reduced to 2.50p (2007: 4.59p).  

    The overall value of shareholders' equity at 30 September 2008 has increased by �0.05m to �13.46m from �13.41m at 31 March 2008, after
the payment of the dividend of �0.71m to shareholders in August.  

    There was a cash outflow from operations in the six month period of �1.12m (2007: inflow of �1.11m), after investment in working capital
of �1.76m (2007: �0.33m) and tax payments of �0.43m (2007:0.53m). Our cash flow in the period has been adversely affected by a number of
factors: the level of marketing spend in advance of conversions, the increase in our IVA work in progress as a consequence of the portfolio
acquisition and the longer period before which realisations are achieved, and by a change in policy in the raising of fee notes to Trust
Deed cases. Creditors' agents have indicated that they no longer require reports on the progress of cases so frequently, and it is the issue
of reports that triggers the timing of billings. This latter factor will continue to have an impact into the final quarter of this financial
year but thereafter the position should stabilise as the billing of work that would previously have been invoiced earlier will compensate
for future deferred fees. The greater level of marketing spend and the impact of an increasing IVA portfolio will, however, continue to depress our cash balances. 

    After payment of the dividend in August of �0.71m (2007: �nil), closing cash balances stood at �2.34m (March 2008: �4.27m). Our balance
sheet remains, therefore, in good shape, despite the additional working capital pressures, providing a solid platform for future expansion.

    Business Review

    Invocas' core strategy remains the provision of a high quality personal and professional service to indebted individuals across the UK
and to generate a return that is acceptable to their creditors.

    As a consequence of the stringent acceptance criteria that we apply to all cases, we continue to enjoy industry leading low creditor
objections to proposals and enjoy excellent relations with creditors. Our failure rate on Protected Trust Deeds ("PTDs") that fail to reach
the end of their term continues to be less than 5%.

    Approximately 70% of Group revenue for the six months ended 30 September 2008 was derived from PTDs (2007: 85%), 13% from Sequestrations
(the Scottish term for bankruptcies) and other personal insolvency services in Scotland (2007: 11%). 

    9% of revenue has been derived from IVA services (March 2008: 1%) and 1% from Debt Management Plans ("DMPs") (March 2008: nil). This
reflects the continuing diversification of our service lines in order to leverage Invocas' reputation for the delivery of high quality
customer service, industry leading low creditor objections to proposals and low failure rates on PTDs. 7% of the revenue for the period came
from formal and informal corporate insolvency services (March 2008: 4%). 

    In Scotland, we have continued with the TV and press advertising campaign that we introduced in January this year, and this, together
with the positive impact of the investment we made in our internet capability, is proving successful in generating leads direct from
indebted individuals.

    The 'credit crunch' provides fresh opportunities for referrals from businesses within the financial services sector that previously did
not see debt solutions as a priority.  With a clear distribution strategy targeted at offering debt solutions and debt advice to clients of
Independent Financial Advisers ("IFAs") and Mortgage Brokers, Newtomorrow Broker Services currently has access to the distribution of ten
key corporate accounts, with several other corporate accounts in the pipeline, giving it a potential customer base already of almost 3,500
registered introducers throughout the UK.

    Newtomorrow Broker Services, which was launched in June 2008, continues to grow distribution, and at the same time consolidate existing
distribution through the experience and reach of a newly recruited team of business development managers covering the UK. We anticipate that
Newtomorrow Broker Services will start to drive increasing revenue opportunities towards the end of the current financial year and make a
significant impact in the subsequent year. 

    We now have a small personal debt advisory team to cover England and Wales, thereby enabling us to offer a personal counselling service
to clients at their preferred location, and assisting in the development of our IVA and DMP business. 

    Total revenue opportunities in the six months ended 30 September 2008 for personal insolvency were over 1,900, twice the number of
approximately 950 in the six months ended 30 September 2007. Of these, approximately 775 were Trust Deed opportunities (2007: 660), 550 were
IVA opportunities (2007: 15), 525 were DMP opportunities (2007: 120) with the balance representing principally refinance opportunities. 

    Newtomorrow continues to be our biggest source of revenue opportunities on a month to month basis. Newtomorrow accounted for almost
1,500 of the revenue opportunities (2007: approximately 300), representing some 77% (2007: 32%) of all opportunities, and delivered 52% of
Trust Deed opportunities (2007: 20%) and 90% of IVA opportunities. 

    We have examined a number of potential acquisition opportunities and remain keen to develop the business further through strategic
acquisitions of similar and complementary businesses. However, the turbulent conditions in the sector over the last six months have made it
difficult to evaluate with any degree of certainty the synergies and other benefits which might flow from acquisitions. We continue to
monitor market activity closely and will be mindful of acquisition opportunities that fit our strategic objectives.

    We remain confident that the benefits of the marketing investment made in this period will be felt during the second half of this
financial year and more fully into the subsequent financial year.

    New Work 

    The overall value of new work won in the first half of the year from all sources was �2.75m (2007: �2.26m), representing an increase of
22%.

    During the six months, the Group's number of Trust Deeds signed was 428 (2007: 421). It is pleasing to report an increasing trend in the
number of cases signed quarter on quarter. In the quarter ended 30 June, there were 203 cases signed (2007: 260) but there were 225 cases
signed in the quarter ended 30 September (2007: 161), an increase of 40%.

    Our number of new Trust Deeds achieving protection in the six months ended 30 September 2008 was 398 (2007: 583). Our market share was
10.4%.  There can be an interval of typically two months for a Trust Deed to achieve protection and become recorded in the Register of
Insolvencies and the reduced number compared to last year reflects the higher number of cases achieving protection in the early summer of
2007 that would have been signed prior to 31 March 2007. Our portfolio of PTD cases represents 14.5% of the total number of PTDs extant at
30 September 2008.

    During the six months, our expanding IVA business won 58 new appointments or 41, if husband and wife cases are treated together, (2007:
nil). We have also acquired a further portfolio of 185 IVA cases with potential future revenue of a further �0.5m. At 30 September 2008,
there were 463 live IVA cases.  

    At 30 September, the total number of formal personal insolvency cases, including Trust Deeds, IVAs and Sequestrations, under management
had grown to 5,814 (March 2008: 5,402). In respect of our DMP business, we signed 192 new cases during the six month period, (2007: nil).

    Turning to corporate services, we won 19 cases (2007: 24) and saw an increasing number of corporate enquiries towards the end of the
period.  

    The increasing trend in the level of new work, together with the significant potential opportunity that we now have developed with
Newtomorrow Broker Services, gives us considerable optimism for the future.

    The Personal Market

    It is now widely recognised that there exists a huge embedded consumer debt problem in the UK which is likely to become much worse. 

    With house prices continuing to fall across the UK and the numbers of mortgage advances at exceptionally low levels, individuals with a
less than perfect credit history are now finding it both harder and substantially more expensive to obtain a re-mortgage as lenders re-price
risk, severely hampering the ability of consumers to release equity to consolidate unsecured debts.

    With rising levels of unemployment and with the threat of increasing business failures and redundancies, there are increasing numbers of
people missing loan repayments and an increasing number being declared insolvent or bankrupt. 

    In Scotland, the numbers of Trust Deeds becoming protected in the six months ended 30 September 2008 fell by 1% to 3,825 (2007: 3,874)
(Source: Insolvency Service). There was, however, an explosion in the number of Sequestrations in Scotland increasing to 6,908 from 3,151 in
the six months ended 30 September 2007. This is largely due to the introduction in April of a new route into bankruptcy for Scots with low
incomes and low assets (the "LILA"), of which there were 4,482. It is likely that the overall number of Trust Deeds becoming protected has
been reduced by the introduction of the LILA. However, these low value cases would not meet our own minimum acceptance criteria for a Trust
Deed and the introduction of the LILA should have no impact on our business.

    The numbers of IVAs approved in England and Wales in the six months ended 30 September 2008 fell by 8% to 19,844 from the level of
21,490 in the six months ended 30 September 2007 (Source: Insolvency Service), reflecting increased levels of objections by lenders
reluctant to see further increases in the numbers of personal insolvencies. However, following the agreement that was reached earlier this
year between the insolvency industry and the British Bankers Association (BBA) on the key criteria required for approval of IVAs, we
anticipate that we will now see higher numbers of IVAs being approved. This is borne out by the statistics for the last six months which
indicate an increase quarter on quarter in the numbers of IVA approvals.

    A further significant opportunity exists in Scotland to become one of a small number of approved organisations to work with the
Accountant in Bankruptcy on the provision of agency services from April 2009. We are participating in the tendering process and successful
appointees will be notified by March.

    The Corporate Market

    Across the UK, the third quarter of 2008 saw negative growth in Gross Domestic Product ("GDP") and the UK economy is now expected to
slide from a downturn into recession when the next quarter's figures are released. In Scotland, there was an increase in the number of
formal insolvencies during the six months ended 30 September 2008 of 11% to 375 from 337 for the six months ended 30 September 2007 and an
increase of 28% compared to 294 for the six months ended 31 March 2008.

    This general increase mirrors the clear trend of increasing formal corporate insolvencies that is now being seen in England and Wales
and we expect this general increase in corporate insolvencies to continue in Scotland post Christmas.  

    Market Outlook

    The trend of increasing levels of new work that has continued since the period end, together with the significant potential of
Newtomorrrow Broker Services, leaves us confident of delivering further growth after Christmas and beyond.

    Stephen Lightley, Chief Executive Officer
    10 December 2008


      
 Group Balance Sheet                                               
 as at 30 September 2008                                           
                                                                              
                                            As at           As at        As at
                                     30 September    30 September           31
                                                                        March 
                                             2008            2007         2008
                                        Unaudited       Unaudited      Audited
                                            �'000           �'000        �'000
 Assets                                                            
 Non-current assets                                                
 Property, plant and equipment                341             306          362
 Intangible assets                          4,477           4,175        4,180
 Deferred tax assets                           64              32           51
 Total non-current assets                   4,882           4,513        4,593
                                                                   
 Current assets                                                    
 Inventories                                  225              21           75
 Trade and other receivables                7,611           5,629        6,329
 Cash and cash equivalents                  2,337           4,491        4,265
 Total current assets                      10,173          10,141       10,669
                                                                   
 Total assets                              15,055          14,654       15,262
                                                                   
 Equity and liabilities                                            
 Equity attributed to equity                                       
 holders                                                           
 of Parent Company                                                 
 Share capital                                 71              71           71
 Share premium                              8,642           8,642        8,642
 Share-based payment reserve                  216             108          164
 Retained earnings                          4,532           3,599        4,531
 Total equity                              13,461          12,420       13,408
                                                                   
 Non-current liabilities                                           
 Deferred tax liabilities                       3              20            8
 Total non-current liabilities                  3              20            8
                                                                   
                                                                   
 Current liabilities                                               
 Trade and other payables                   1,154           1,047        1,424
 Financial liabilities                        121              -            - 
 Current tax payable                          316           1,167          422
 Total current liabilities                  1,591           2,214        1,846
                                                                   
 Total liabilities                          1,594           2,234        1,854
                                                                   
 Total equity and liabilities              15,055          14,654       15,262
                                                                   
      

 Group Income Statement                                                       
 for the six month period ended 30 September 2008                             
                                                                              
                                        Six months ended    Six months ended        Year
                                                                                   ended
                                            30 September        30 September    31 March
                                                    2008                2007        2008
                                               Unaudited           Unaudited     Audited
                                 Notes             �'000               �'000       �'000
                                                                  (Restated)  
 Revenue                                           4,751               4,864       9,884
 Direct costs                        2           (2,132)             (1,562)     (3,529)
 Gross profit                                      2,619               3,302       6,355
                                                                              
 Marketing expenses                  2             (203)                (99)       (225)
 Administrative expenses                         (1,420)             (1,291)     (2,764)
 Share-based payments                               (52)                (48)       (104)
 Payment in lieu of notice and                                                          
 related costs                                        -                   -        (247)
                                                                              
 Profit from operations                              944               1,864       3,015
                                                                              
 Investment Income                                    76                  64         161
 Profit before taxation                            1,020               1,928       3,176
                                                                              
 Income tax expense                  4             (305)               (617)       (933)
 Profit for the period attributable to                                        
                                                                              
 equity holders of the Parent Company                                                   
                                                     715               1,311       2,243
                                                                              
 Basic earnings per share            5             2.50p               4.59p       7.85p
 Diluted earnings per share          5             2.42p               4.49p       7.67p
                                                                              


 Group Statement of Changes in Equity
 for the six month period ended 30 September 2008
                               
                                                                  Share-based payment                                
                                                                              reserve                                
                                  Share capital   Share premium                         Retained earnings            
                                                                                                                Total
                                          �'000           �'000                 �'000               �'000       �'000
                               
 Balance at 1 April 2007                    71           8,642                    60               2,288      11,061 
                               
 Profit for the year                          -               -                     -               1,311       1,311
 Share-based payment                         -               -                    48                   -          48 
 Balance at 30 September 2007                                                                                        
                                            71           8,642                   108               3,599      12,420 
                               
 Profit for the year                         -               -                     -                 932         932 
 Share-based payment                         -               -                    56                   -          56 
 Balance at 31 March 2008                                                                                            
                                            71           8,642                   164               4,531      13,408 
                               
 Dividends paid in the period                                                                                        
                                             -               -                     -                (714)       (714)
 Profit for the period                       -               -                     -                 715         715 
 Share-based payment                         -               -                    52                   -          52 
 Balance at 30 September 2008                                                                                        
                                            71           8,642                   216               4,532       13,461
                               

      
 Group Cash Flow Statement                                               
 for the six month period ended 30 September 2008                        
                                                                         
                                   Six months ended    Six months ended    Year ended
                                       30 September        30 September      31 March
                                               2008                2007          2008
                                          Unaudited           Unaudited       Audited
                                              �'000               �'000         �'000
                                                                         
 Cash flow from operating                         �                   �             �
 activities                                                              
 Profit before tax                            1,020               1,928         3,176
 Adjustment for:                                                         
 Depreciation of property,                                                           
 plant & equipment                               57                  47            97
 Amortisation of intangibles                     10                   3            11
 Share-based payment                             52                  48           104
 Investment income                             (76)                (64)         (161)
 Operating cash flow before                                                          
 movement in working capital                  1,063               1,962         3,227
                                                                         
                                                                         
 (Increase)/decrease in                                                              
 inventories                                  (150)                  47           (7)
 (Decrease)/increase in trade                                                        
 and other payables                           (306)                  15       (1,087)
 (Increase)/decrease in trade                                                        
 and other receivables                      (1,300)               (387)         (121)
 Movement in working capital                (1,756)               (325)       (1,215)
                                                                         
 Taxation paid                                (429)               (525)       (1,104)
                                                                         
 Net cash flow from operating                                                        
 activities                                 (1,122)               1,112           908
                                                                         
                                                                         
                                                                         
 Investing activities                                                    
 Purchase of property, plant &                                                       
 equipment                                     (34)                (64)         (171)
 Purchase of intangibles                       (67)                (26)          (38)
 Purchase of business net of                                                         
 cash acquired                                 (43)                 -             -  
 Investment income                               76                  64           161
 Net cash used in investing                                                          
 activities                                    (68)                (26)          (48)
                                                                         
                                                                         
 Financing activities                                                    
 Dividends paid                               (714)                 -               -
 Finance leases                                (24)                 -               -
 Net cash used in financing                                         -               -
 activities                                   (738)                      
                                                                         
 Net (decrease)/increase in                                                          
 cash and cash equivalents                  (1,928)               1,086           860
 Cash and cash equivalents at                                                        
 beginning of period                          4,265               3,405         3,405
 Cash and cash equivalents at                                                        
 end of period                                2,337               4,491         4,265
                                                                         
    
 
    Notes to the Half Yearly Financial Report

    Accounting policies
    The accounting policies used in the preparation of the accounts for the six months ended 30 September 2008 are consistent with those
which will be applied in the Annual Statutory Financial Statements for the year ended 31 March 2009.

    Notes to the Accounts

    1. Half Yearly Financial Report
    The financial information contained within the Half Yearly Financial Report has not been audited and does not constitute statutory
accounts within the meaning of Section 240 of the Companies Act 1985 but has been reviewed by the Auditors in accordance with ISRE 2410
issued by the Auditing Practices Board. The Group's statutory financial statements for the year ended 31 March 2008 have been delivered to
the Registrar of Companies. The report of the Auditors on these accounts was unqualified and did not contain a statement under Section
237(2) or (3) of the Companies Act 1985.

    2. Comparatives
    As outlined in the Group's statutory financial statements for the year ended 31 March 2008, direct costs now include the cost of
advertising directly attributable to cases and other case acquisition costs.

    Accordingly, the comparative figures for the six month period ended 30 September 2007 for direct costs and marketing expenses have been
reclassified.

    The effect of this adjustment on the results for the six month period ended 30 September 2007 has been to reclassify wages and salaries,
advertising and case acquisition costs of �321,000 from marketing costs within overheads into direct costs in order to match those costs
that are directly attributable with the related revenue. There has been no effect upon the operating profit. No adjustments are required to
the results for the year ended 31 March 2008.

    3. Segmental reporting    
    There are identifiable business segments within the Group but they are not considered significant in terms of IFRS 8, as they are below
the 10 per cent threshold and so not separately reportable.

    4. Income tax expense    
    The tax charged is based on the current rate of UK corporation tax applicable to the Group and comprises:


                                  Six months ended 30           Six months ended 30  Year ended
                                          September                     September      31 March
                                                 2008                          2007        2008
                                            Unaudited                     Unaudited     Audited
                                                �'000                         �'000       �'000
 Current tax
 UK corporation tax at 28%                      323      630                              1,005
 Deferred tax                                 (18)                            (13)        (26) 
                                                305                           617           979

 Prior year adjustments
 UK Corporation tax                               -                             -         (28) 
 Deferred tax                                     -                             -         (18) 
                                                  -                             -         (46) 

 Tax attributable to the                                                           
 Company and its subsidiaries                   305                           617         933  
      
 5. Earnings per share

 The calculation of the basic and diluted earnings per share is based on the following
 data:

                                  Six months ended 30   Six months ended 30  Year ended 
                                          September             September       31 March
                                                 2008                  2007         2008
                                            Unaudited             Unaudited      Audited
                                                �'000                 �'000        �'000

 Profit for the period                            715                 1,311        2,243

                                                 No.                   No.          No. 
 Weighted average number of                   ('000s)               ('000s)      ('000s)
 shares in issue:

 For basic earnings per share                  28,567                28,567       28,567
 Effect of share options issued                   963                   646          661
 For diluted earnings per share                29,530                29,213       29,228

 Earnings per share:                            Pence                 Pence        Pence

 Basic                                           2.50                  4.59         7.85
 Diluted                                         2.42                  4.49         7.67


 6 Acquisition
 On 31 May 2008, Invocas acquired the business, assets and liabilities of the company
 Netchwood Networks Limited, a business providing debt advisory services in England.
 The assets and liabilities acquired were as follows:
                                                                 Book Value   Fair Value
                                                                      �'000        �'000
 Property, plant and equipment                                          2            2  
 Other receivables                                                     23           23  
 Net assets                                                            25           25  

 Trade payables                                                       (40)         (40) 
 Other payables                                                       (36)         (36) 
                                                                      (76)         (76) 
 Net liabilities                                                      (51)         (51) 

 Goodwill                                                                           95  

                                                                                    44  

 Satisfied by:
 Cash consideration                                                                 25  
 Costs of acquisition                                                               19  
                                                                                    44  



    A copy of this Half Yearly Financial Report is being sent to shareholders and copies are available from the Company's Registered Office
or by visiting our website at www.invocas.com


    Independent Review Report to Invocas Group plc
    Introduction
    We have been engaged by the Company to review the condensed set of financial statements in the Half Yearly Financial Report for the six
months ended 30 September 2008 which comprises the Group Balance Sheet, Group Income Statement, Group Statement of Cash Flows, Group
Statement of Changes in Equity and the related explanatory notes. We have read the other information contained in the Half Yearly Financial
Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set
of financial statements.

    This report, including the conclusion, has been prepared for and only for the Company for the purpose of meeting the requirements of the
AIM Rules for Companies and for no other purpose. We do not, therefore, 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.

    Directors' Responsibilities
    The Half Yearly Financial Report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for
preparing and presenting the Half Yearly Financial Report in accordance with the AIM Rules for Companies.

    As disclosed in the Accounting Policies, the annual financial statements of the Group are prepared in accordance with International
Financial Reporting Standards and International Financial Reporting Interpretations Committee ("IFRIC") pronouncements as adopted by the
European Union. The condensed set of financial statements included in this Half Yearly Financial Report has been prepared in accordance with
the measurement and recognition criteria of International Financial Reporting Standards and IFRIC pronouncements, as adopted by the European
Union.



    Our Responsibility
    Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the Half Yearly Financial
Report based on our review.

    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 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 set of financial statements in the
Half Yearly Financial Report for the six months ended 30 September 2008 is not prepared, in all material respects, in accordance with the
measurement and recognition criteria of International Financial Reporting Standards and IFRIC pronouncements as adopted by the European
Union, and the AIM Rules for Companies.

    Baker Tilly UK Audit LLP
    Chartered Accountants
    Brazennose House
    Lincoln Square
    Manchester
    M2 5BL

    10 December 2008


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