INTRODUCTION

The Company announces its preliminary results for the fifteen months to 31 March 2001 together with the outcome of the strategic review undertaken by Bill Grimsey, Chief Executive.

Commenting on today's announcement, Chief Executive Bill Grimsey said:

"The period since the purchase of Booker last June has been one of great disruption and management upheaval, and of severe trading difficulties. Nevertheless, I am pleased to report that my prime reason for joining Iceland in January remains intact - namely my belief in the fundamental strengths and potential of the enlarged Group formed through the Booker acquisition. We are a unique UK food provider with four clear channels to market, and the ability to be both the biggest and the most profitable operator in our field.

The recovery of the Group will be a major task during the current year. However, we have a strategic framework, strong brands, a nationwide infrastructure and great people. We have started to reverse the decline in sales at Iceland and will now concentrate on carefully constructed strategic initiatives to create value from the substantial assets in the Group.

The team building continues with the appointment of George Greener as Non-Executive Chairman and Mike Coupe as Managing Director of Iceland Foods.

We are confident that the growth opportunities can be realised and translated into real benefits for shareholders."

SUMMARY

For the fifteen month period to 31 March 2001, profit before tax, amortisation of goodwill and exceptional items was £40.1m (restated twelve months to 1 January 2000, £64.3m) and in line with the Company's estimate of 15 March 2001.

Exceptional costs for the fifteen month period to 31 March 2001 were £144.6m, an increase of £78.6m over the estimate of 15 March 2001, principally as a result of a more recent valuation of the Company's pension scheme. This adjustment does not affect operating profit before exceptional items.

Basic earnings per share for the fifteen month period to 31 March 2001 were (43.5p) (restated twelve months to 1 January 2000, 19.7p). Adjusted earnings per share were 10.1p (restated twelve months to 1 January 2000 22.4p).

No final dividend is proposed. Total dividend for the period is 2.2p (twelve months to 31 December 1999 6.4p).

These results reflect a difficult year for the Group. The statements made in January and March reduced profit expectations as a result of serious trading issues at Iceland, delays in the integration of Booker and poor internal controls. The new management team has acted quickly to address the issues facing the group.

The most immediate need was to stabilise sales in Iceland. The performance of the Iceland business deteriorated rapidly in Quarter 4 and Quarter 5 of the period under review with like-for-like sales declines of 4 - 5%. Following a careful review of the causes of the decline a programme of action was launched on 20 May that has already improved the position and is expected to result in flat like-for-like sales for the full year to March 2002.

In February, a strategic review was initiated to create a plan for the group.
The company has completed the first stage of the review and the management are confident that Iceland Group has a strong and unique position as an integrated food group. The company now has:-

i) A vision for the future

To capitalise on the unique position as an integrated food business bringing together retail, wholesale, foodservice and home shopping.

ii) Strategic objectives

Clear quantifiable objectives have been established for the group and all of the business units.

iii) A development plan

A plan has been designed that will ensure the objectives are met through detailed initiatives and action plans that will be owned and delivered by the management of all business units.

iv) An effective management team

The company now has a clear organisation structure and most key appointments have already been made.

OPERATING RESULTS

Total Iceland Booker Synergies
£m £m £m £m
Sales 5279 2474 2805 -
Gross Margin 189 110 72 7
Administration Costs (113) (80) (34) 1
PBIT* 76 30 38 8

*Profit before interest, tax, exceptional items and goodwill amortisation

The above figures represent fifteen months of trading at Iceland and nine months of trading at Booker.

Iceland

Sales

Total gross sales for the fifteen months to 31 March 2001 were £2474m against £1918m for the twelve months to 1 January 2000. On a like-for-like basis, sales were as follows:-

Gross
Q1
4.4%
Q2
7.6%
Q3
2.7%
Q4
(5.3)%
Q5
(4.4)%
15 months
Net of promotions
0.8%
(1.5)%

For 2001/2002 like-for-like sales will be reported net of the buy one get one free promotional costs.

During 2000 Iceland suffered from uncompetitive pricing, exaggerated reliance on promotions, poor product development, and low availability as a result of both the change to composite distribution and the conversion to organic frozen vegetables.

Measures to arrest the recent decline in sales comparatives have been implemented from the end of May 2001, with a new more competitive pricing structure and a focus on availability, issues which have been key contributors to the underperformance. Additionally, the company is in the process of re-positioning its frozen food offer away from the complete organic vegetable range introduced in 2000 and towards a range of products aligned to our customer requirements.

Total sales of the Woodward food service operation were 41% ahead including the full effect of prior year acquisitions.

Operating Profit

Gross margin suffered from a number of factors including the higher cost of organic vegetables (£4m), stock shrinkage (£12m) and distribution (£4m). Fixed costs grew ahead of sales and the appliance related businesses contributed losses of around £4m.

    Operations

    At 31 March 2001 the Iceland food business operated from 766 stores with 17 new stores and 11 closures during the period. 43 stores were re-fitted under the Extra format, bringing the total number of stores in this configuration to 71. The Company will continue to refit stores during 2001/2002 but the emphasis will be on age of store and competitive environment rather than format. This latter aspect will be re-assessed as part of the strategic review process.

    Four distribution centres are operated from Deeside, Enfield, Glasgow and Swindon, Enfield having become operational during 2000 following the closure of Milton Keynes, Stratford and Luton. Stores are now serviced 6 days per week through multi-temperature vehicles. The move to multi-temperature composite delivery, having begun in October 1999 and rolled out through 2000, resulted in poor availability, increased costs and higher stock losses of short life products. Plans have been developed and are being implemented to tackle these issues.

    Booker

    Sales

    Total sales for the nine months to 31 March 2001 were £2805m, the acquisition having been completed on 23 June 2000. On a like-for-like basis, sales were 0.3% up, as follows:

    Q3
    (0.2)%
    Q4
    0.7%
    Q5
    0.4%

    The Cash and Carry market has continued to decline whilst the delivered wholesale market has grown. Booker sales were 1.5% up due to the full year effect of Trademarket branches acquired in 1999.

    Like-for-like sales, excluding tobacco, improved across the period from (2.9)% in Q3 to (0.1)% in Q5.

      Operating Profit
        Gross margin was lower at 2.6% as a result of the increased share of sales taken by tobacco and phone cards.

          Total costs were 3.8% up over the previous period including the effect of Trademarket branches which were acquired in December 1999.

          Operations

          With 180 branches, Booker has the largest cash and carry business in the UK. During the nine month period to 31 March 2001, there was 1 net branch closure.

            Six distribution centres are operated on a national or regional basis, the depot at Bristol having been closed during the year and the operation transferred to Haydock and Hatfield.

            INTEGRATION

              As previously stated, integration benefits from the combination of Iceland and Booker were £8m for the nine month period to 31 March 2001.

                The achievement of increasing synergy benefits is enhanced by the creation of a dedicated resource led by the Development Director and supported by a team from PricewaterhouseCoopers. The Company continues to estimate an uplift during the current year to approximately £20m with additional benefits thereafter.

                DIVIDEND

                The Directors recommend that there should be no final dividend. The dividend for the 15 month period to 31 March 2001 is therefore 2.2p per share. It is felt that the exceptional costs in the period under review and the consequential impact on cash flow could not support the payment of a final dividend.

                The Directors expect to recommence the payment of dividends with the interim dividend for the current year.

                EXCEPTIONAL COSTS

                Exceptional costs for the fifteen months to 31 March 2001 were £144.6m. This total includes £71.6m in respect of the Group pension scheme, which represented the remaining balance of the fair value of the surplus in the Booker pension scheme at the date of acquisition. Following a subsequent review and as a result of lower equity values at 31 March 2001 the scheme actuaries have advised that it is probable that company contributions will be required to re-commence later in the year. Although the formal triennial valuation will be made as at 1 July 2001, the results of which will not be known until the second half, the company considers that it would be prudent to write off the Booker fair value asset. There is no effect on operating profit before exceptional items.

                An analysis of exceptional costs is as follows:-

                £m
                Banking fees for Booker acquisition
                6.9
                Rationalisation costs
                5.3
                Organic foods
                20.3
                Property
                10.9
                Professional fees
                3.2
                Fixed asset writedown
                16.6
                Pension scheme
                71.6
                Share option scheme
                0.7
                Employee Trust
                0.5
                US$ Interest rate swap
                0.5
                Other
                8.1
                144.6

                The Company statements of 31 January and 15 March 2001 dealt with a number of exceptional costs included above totalling £66m. In addition to the pension scheme noted above the following issues are considered:-

                  The purpose of the share option scheme payment is to enable cancellation of existing options in order that further options may be granted, including a company wide SAYE scheme for employees generally. At present there is insufficient headroom under ABI Guidelines. No payments will be made to Senior Executives, including Executive Directors, to whom LTIP awards were made in March 2001, and who do not currently benefit from awards under the share option schemes. Share options will be replaced by shares under the LTIP scheme to align the incentives for both new and existing management.
                    As noted in the 15 March announcement the Employee Trust holds shares which have not been conditionally allocated under any of the share schemes. The market value at 31 March 2001 was £1.54 per share against an average purchase price of £1.71 per share.

                      The Company had US Dollar interest rate swaps the termination cost of which was £0.5m at 31 March 2001. These swaps have since been terminated. In addition the company has sterling interest rate swaps over nominal debt totalling £225m at 31 March 2001. These swaps carry an effective average interest rate of 7.54% and termination costs on that date would be £5.8m. These costs have not been provided for in accordance with UK GAAP and it is the Company's present intention to continue with the swap arrangements until their maturity in December 2004.

                      Some components of other exceptional items have been reviewed since 15 March but in aggregate any changes are not material.

                      Further exceptional costs will be incurred during 2001/02. These will primarily relate to professional fees and banking fees and are expected to be approximately £15m.

                      GROUP CASH FLOW

                      The principal components of cash flow were as follows:-

                      Six
                      months to
                      30.6.00
                      £m
                      Nine months to 31.3.01
                      £m
                      Fifteen months to 31.03.01
                      £m
                      Profit before interest, tax and exceptional items
                      40
                      19
                      59
                      Depreciation and Amortisation
                      31
                      80
                      111
                      71
                      99
                      170
                      Interest, tax and dividends
                      (25)
                      (37)
                      (62)
                      46
                      62
                      108
                      Working Capital
                      (18)
                      (36)
                      (54)
                      Capital Expenditure (net)
                      (34)
                      (15)
                      (49)
                      Exceptional items
                      (7)
                      (7)
                      (14)
                      Provisions
                      -
                      (8)
                      (8)
                      Other
                      -
                      (1)
                      (1)
                      Net Cash Flow
                      (13)
                      (5)
                      (18)
                      Shares issued
                      -
                      4
                      4
                      Costs of Booker acquisition
                      -
                      (25)
                      (25)
                      Cash acquired
                      2
                      -
                      2
                      Debt assumed with Booker
                      (299)
                      -
                      (299)
                      Opening Net Debt
                      (168)
                      (478)
                      (168)
                      Closing Net Debt
                      (478)
                      (504)
                      (504)

                      During the fifteen months to 31 March 2001, the Group generated cash inflows of £170m and expended £188m as follows:-

                      Interest costs were £30m reflecting the additional debt assumed with the acquisition of Booker. Tax of £16m was paid in respect of 1999. Taxes paid in respect of the current period were recovered in March 2001. Dividends of £16m were paid in respect of the first interim period and the final for the previous year.

                      Working capital consumed £54m being principally a reduction in creditors over the period. Net working capital was negative £137m at the end of the period.

                      Net capital expenditure was £49m representing:-

                      £m
                      Capital investments
                      (87)
                      Financial investments
                      (3)
                      Fixed asset disposals
                      33
                      Other disposals
                      8
                      (49)

                      Capital investments were approximately £72m in Iceland, including £37m spent on the stores, and £15m in Booker.

                      Exceptional items expended £14m including banking arrangement fees of £7m, rationalisation costs of £4m and organic foods £3m. A further cash outflow of approximately £35m is expected during 2001/02.

                      Provisions consumed £8m, principally on non-trading leasehold properties.

                      In addition to the above, a total of £322m represented the debt assumed with Booker and the costs of the acquisition.

                      BOARD APPOINTMENTS

                      Mike Coupe has been appointed Managing Director of Iceland Foods and will join the Board of Iceland Group plc. He joins from Asda Group, where he was Group Trading Director. He has been with Asda since 1993 and was appointed to the Board in 1998. He was previously with Tesco and Unilever. Chief Executive, Bill Grimsey continues to be acting Managing Director of Iceland until Mike Coupe takes up the position.

                        As previously announced, George Greener has been appointed Non-Executive Chairman, with effect from today. He is currently Chairman of British Waterways and a Non-Executive Director of Reckitt Benckiser plc. He succeeds David Price, who was appointed Chairman in January. David Price will continue as a Non-Executive Director.

                        John Berry will step down as Company Secretary at the Annual General Meeting.

                        ORGANISATIONAL CHANGES

                        Organisational changes now see the Business Units with their own marketing, buying and other commercial functions supported by Group functions comprising of Logistics, Information Systems, Human Resources, Finance, Property and Services. Appointments are in place for Human Resources and Finance.

                          The defined benefit pension schemes of Iceland, Booker and Nurdin and Peacock were merged with effect from 1 April 2001.

                            A company wide SAYE issue, with options over approximately 3.8m shares is scheduled to commence in September 2001. Approximately 21,000 employees are eligible for the scheme.

                            INTERNAL CONTROLS

                            As stated on 31 January 2001, the Company is carrying out a complete review of its internal controls. A report on the current position will be included in the Annual Report indicating areas of non-compliance with the combined code.

                            CURRENT TRADING

                            Like-for-like net sales for the 13 weeks to 30 June 2001 have been as follows:-

                            Iceland - 3.1%
                            Booker +3.8%

                            Iceland

                            The decline in comparatives at Iceland continued from 2000/01 into the current year. However, as a result of initiatives to increase both customer traffic and spend, sales for the 6 weeks to 30 June 2001 have been -1.3% on a like-for-like basis.

                            This trend is an encouraging turnaround and is in line with expectations of achieving flat like-for-likes during 2001/02. There were five elements to the initiatives: price realignment to regain competitive position, improved in-store point of sale, better product availability, a continuity programme based on crystal glassware and targeted promotional offers. The results demonstrate that Iceland's understanding of customers is accurate and can be used to plan further initiatives to rebuild sales.

                            Booker

                              Sales in Booker have shown positive growth in the year to date, and it is particularly encouraging that non-tobacco sales have shown a like-for-like increase. Against a backdrop of the foot and mouth outbreak, our meat sales have been strong due to consistent supply and quality. Tobacco sales have been strong due to the timing of the Chancellor's budget and a reduction in bootlegging. Performance has been good across all regions.

                              STRATEGIC REVIEW

                              We report on the strategic review we have undertaken over the last five months in three sections: first, on our overall vision and objectives for the Group as an integrated food provider; second, on our four routes to market, and thirdly on the next steps to take the Group forward.

                              AN INTEGRATED FOOD GROUP

                                The Group has a unique UK proposition, combining a presence in retail, wholesale, foodservice and home shopping with national coverage in all channels. This new integrated model is one that exists on the Continent and in the US, and integration will allow the Group to exploit its common ranges, shared infrastructure and multi-channel resilience to business cycles

                                1. The Vision

                                To capitalise on our position as the UK's only integrated food group.

                                The strategic review we have undertaken over the last five months identifies untapped potential to grow sales and improve margins by leveraging our unique strengths and exploiting the synergies between our operations. This will be achieved by a strong focus on our customers, delivering market leading propositions, making the best use of our efficient shared infrastructure and rebuilding to industry standard margins. This vision will enable the Group
                                to restore and grow shareholder value as it is implemented.

                                2. Background

                                In view of the Group's significant underperformance, Bill Grimsey stated on 31 January 2001 that he would carry out a full strategic review of the Group's businesses. In February, Norman Bell was appointed Strategy Director with assistance from PricewaterhouseCoopers.

                                3. Timetable

                                The strategic plan that is being developed covers three years. The timetable for the strategic work to finalise the plan falls into three phases. Phase One, including an assessment of the current businesses and the development of Strategic Objectives, is complete and the results are announced today. Phase Two will see the formulation of the Initiatives necessary to achieve the Strategic Objectives and will be completed by the end of November 2001. Phase Three will evaluate the costs and benefits of the Initiatives and will enable a comprehensive Three Year Plan to be developed as a precursor to the Budget Process for 2002/03. Phase Three will be completed by the end of February 2002.
                                Our vision is challenging and first requires the stabilisation of the Iceland retail food business during the recovery period.

                                4. Group objectives

                                Following the analysis of the primary businesses and their routes to market, strategic objectives have been developed at Group and Business Unit level to achieve the overall goals. These objectives are:

                                Enhance market position
                                · Grow overall group sales by at least 15% by 2004/5
                                · Provide full product range to all chosen customers by end of 2003/4
                                · Increase operating margin to above 2.5% by 2004/5

                                Develop our organisational relationships
                                · Develop organisation, processes and people development
                                · Establish the Group as "a great place to work"
                                · Be seen by suppliers as the most constructive and innovative channel to market and valued complement to the superstore operator competitors

                                Build and improve on existing logistics and information systems
                                · Leverage existing infrastructure
                                - Exceed sector cost and service benchmarks
                                · Integrate and improve Group information systems to:
                                - Provide timely information to Group management and business units
                                - Enable e-business objectives to be met

                                Implement financial control measures
                                · Put in place financial and management information
                                · Measure and control progress
                                · Provide a capital structure suitable for growth

                                ROUTES TO MARKET

                                The Group has unparalleled access to UK consumers through its four routes to market: Retail, Home Shopping, Wholesale and Foodservice. With annual turnover of approximately £5.5 billion it is currently the number five provider to the UK market.

                                RETAIL

                                  Position

                                  Iceland has significant strengths with which to exploit market opportunities.

                                  Iceland is a leader in the UK frozen food market with a share of more than 18% Source: Neilsen Scantrack. It holds a unique position with a nationwide chain of stores focused on frozen foods. Whilst the frozen food market has been flat in recent years, principally due to deflation, Iceland holds strong positions in growing segments such as pizzas, ready meals and fish. With over 4m customers per week, Iceland has a clear opportunity to grow.

                                  Key strengths and challenges

                                  Iceland's key strengths include its strong and well-regarded brand and its nationwide portfolio of 766 stores. It appeals to a distinct customer base and has real authority and substantial market shares in frozen food, with a proven capacity for successful innovation. It already has 4m customers, and has opportunities to build on its strong position on the high street through further expansion of its store portfolio.

                                  The key challenges to the business are the shift to out-of-town shopping and intense competition on the high street.

                                  Vision

                                  Our vision is to dominate High Street food retailing through renewed focus on core customers and frozen food.

                                  Objectives

                                  Market position. Our immediate aim is to stabilise Iceland's sales, with the objective of flat like-for-like sales during 2001/02. Beyond this, we intend to establish and communicate a sustainable value proposition based on frozen food for our target customer groups. This core frozen food offer will be complemented by delivering a flexible high street chilled and grocery proposition, tailored to individual stores' local environments. Our medium term aim is to achieve market share growth from 2.9% to 3.2% by 2004/05 Market estimates by PWC based on IGD, Nielsen.

                                  Profitability. We intend to improve gross margins by 0.25% per year through the development of strategic supplier partnerships and the adoption of ECR principles, reinvesting half of these gains in developing the proposition. We also aim to deliver year on year real terms savings in variable costs and central overhead costs and to reinvest half of those savings in the proposition.

                                  People. We will provide the highest standards of customer service on the high street offering the best in-store experience and services. We will support this by creating a structure which reviews and develops retail processes to ensure the delivery of our customer service objectives. Training will be provided to ensure that skilled colleagues are always available to meet our customers' expectations.

                                  Logistics. We will establish a tailored supply chain focused on our small store high street store operations, with the right capabilities in the chilled, fresh and produce sectors and the ability to support an expanding store portfolio.

                                  Implementation

                                  We will institute new category management disciplines to maximise returns, and will build on Iceland's established reputation for innovation through our new product development programme. In stores, our priorities will be the development of a targeted new store roll-out programme, more accurate store segmentation and the refurbishment of existing stores.

                                  HOME SHOPPING

                                  Position

                                  Measured investment to exploit a high growth market.

                                  Whilst the food retail market is growing at only 2%, the home shopping segment is growing much faster at more than 30% and the trend will drive outperformance in the future.

                                  Our research shows that the home shopping customer has a profile different from the core Iceland retail customer, with an average basket size that is both much larger than in store and indicative of the primary shopping trip. This means that for Iceland, home shopping represents a real opportunity for incremental sales. The acquisition of Booker has given access to a wider product range with substantial purchasing power. Booker has also provided sites with under utilised space that can be used to house 'picking centres' that will serve home shopping customers.

                                  Key strengths and challenges

                                  Iceland's key strengths include its early entry to the market, making ours the UK's longest running nationwide home shopping service. The service has proven its capability to generate high sales growth from new customers who would not typically shop at an Iceland store, and it provides access to primary food shopping as opposed to Iceland's traditional role as a secondary shop. The Group can build on these strengths by leveraging its existing infrastructure.

                                  Key challenges include increased competition from the major supermarket chains, and the fact that the current Iceland range is smaller and less comprehensive than theirs. In addition, the model for non-store picking and delivery remains undeveloped.

                                  Vision

                                  To capture new customers.

                                  Objectives

                                  Our aim is to capture 5% of the home shopping grocery market, which is expected to grow to in excess of £2 billion by 2005. Iceland's current sales in this area being only £24m in a market estimated at £530m Source - Verdict. We will re-align the existing proposition to match customer requirements more closely so as to reduce churn rates, and differentiate our product offer through the use of Booker and Woodward ranges. We will also develop and implement a detailed model for a service based on dedicated Picking Centres that will provide a market leading order fulfilment service.

                                  We intend to maintain the existing offering and channels whilst carefully evaluating competitor models and their success rates. Alternative models and their associated risks will be fully evaluated by the end of 2001.

                                  Implementation

                                  Our priorities are to re-align our proposition and complete our home shopping range. We will test our pick centre model through investment at existing Booker sites, optimising the operation of the two existing picking centres and opening a third site in the South East by 31 March 2002. We will also invest in upgrading the Iceland website.

                                  WHOLESALE

                                  Position

                                  Drive wholesale route to market through established Booker position.

                                  Booker is the market leader in the UK cash and carry market. However, its development has been hampered in recent years by the problems at a corporate level that led to sustained cost cutting and little incentive for business development. Booker is currently a small player in the growing market for delivered wholesale. With full UK coverage from 180 branches it is well placed to develop a competitive offer.

                                  Key strengths and challenges

                                  Booker is the market leader, with a 34% share of the UK cash and carry market and a 23% share of the combined market for UK cash and carry and delivered wholesale. It offers full national coverage, operates in some very profitable customer segments, and provides a sound platform for growth

                                  Key challenges include Booker's current lack of customer focus and its historic failure to track customer profitability. It sells high volumes in low margin categories, and excessive cost control in the past has constrained its growth.

                                  Vision

                                    To leverage market leadership to become the most efficient UK food and grocery wholesale operator.

                                    Objectives

                                    Market position. We aim to exercise market leadership, particularly in buying and in the efficiency of our central support and field/ branch operations. We intend to grow sales of the Wholesale business faster than the market and increase our share from 23% now to 24% in 2004/05. This will be facilitated by establishing price leadership in the market reflecting our scale and market share by the end of 2002/03. We also propose to challenge tobacco profitability in the Cash and Carry business through trials and to conclude a clear way forward by the end of 2002/03. We will develop our 'Premier' convenience store fascia to be a top three UK symbol group operator by 2004/05, growing the number of stores from 500 to approximately 2,000. This will increase Booker's share of delivered wholesale to retailers from 6% to 12%.

                                    Profitability. We aim to improve gross margins by 0.1% per year through redefining our supplier relationships based on Booker's unique position in the market. This will all be reinvested in the proposition. We will also make year on year real terms savings in variable costs.

                                    People. We intend to create the most productive organisation in the wholesale sector through active improvement of our management structure and processes, and through development of our people. We aim to be the industry leader in terms of staff productivity and turnover.

                                    Information systems. We will evaluate and implement e-business services to be able to offer a complete solution for independent retailers.

                                    Implementation

                                    Our key priorities are to build improved customer reporting systems, redefine supplier relationships and progress controlled range development, while building a professional delivery service and developing the "Premier" fascia.

                                    FOODSERVICE

                                    Position

                                    Foodservice represents a substantial growth opportunity.

                                    This business has grown by acquisition since 1997, principally through Woodward. Together with Booker, our combined Foodservice business accounts for turnover of £150m with a 4% share of a market which is growing at more than 4% per annum.

                                    Key strengths and challenges

                                    With a market share of around 4%, the Group is already the number three operator in the UK foodservice market. We have the ability to build on this platform by exploiting the untapped overlap between Booker's and Woodward's customers and by exploiting the well respected Woodward brand and Booker's national coverage.

                                    To achieve this Group infrastructure, we need to complete the current geography of Woodward and expand the range. In addition, we need to develop a Group-wide knowledge of our customers and build an organisation that can compete effectively with the scale of the two market leaders.

                                    Vision

                                    To take at least number two position in the UK foodservice market within five years.

                                    Objectives

                                    Market position. We intend to extend our range and service to create a complete offer from the Group's portfolio of products. This will enable us to increase our share of pocket within the target catering customer segments. Through research, we will establish the need for product ranges outside the Group's current competencies and supply these profitability by the end of 2002/03. We also intend to establish a national and multiple accounts business, building it to more than 30% of total Foodservice sales in five years.

                                    Profitability. We aim to achieve a business model capable of operating margins in excess of 3% within five years.

                                    Infrastructure. Our goal is to be the 'best in class' operator in the market based on the most productive people, systems, infrastructure and organisation. In particular, we aim to be the leader in sales and service, both electronically and by telephone, and to build on the Group's resources to establish the most efficient multi-temperature foodservice delivery.

                                    Implementation

                                    Key priorities are to complete Woodward's national coverage and to establish an ambient delivery service nationwide. We will also integrate Group systems and infrastructure to provide the right platform for expansion of our sales force.

                                    NEXT STEPS

                                      The Strategic Objectives have been defined and we must now develop the Initiatives to achieve each Objective. This process will involve collaboration between Business Units and the Central Support Functions. The Management team will be finalised; the Group principles will be established and a strong control environment will be developed. At the time of our interim results in November we expect much of Phase Two to be completed.

                                        The recovery of the Iceland Group will be a major task during the current year. However, we have a strategic framework, strong brands, a nationwide infrastructure and great people. We have started to reverse the decline in sales at Iceland and will now concentrate on carefully constructed strategic initiatives to create value from the substantial assets in the Group.

                                        We are confident that the growth opportunities can be realised and translated into real benefits for shareholders.

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