RNS Number:2679S
Intercede Group PLC
20 November 2003

                              INTERCEDE GROUP plc
                  ("Intercede", "the Company" or "the Group")

           Interim Results for the Six Months Ended 30 September 2003

Intercede, a leading developer of electronic identity management software, today
announces its interim results for the six months ended 30 September 2003.

SUMMARY

*      Further progress towards break-even as pre-tax losses are reduced from 
       #0.6 million to #0.2 million.

*      Gross profit margins increase from 72% to 82% as the proportion of 
       edeficeTM related sales rises from 52% to 62%.

*      Intercede is now established as one of the leaders in smart card and 
       identity management software, based on both the excellence of its
       edefice technology and the penetration of key channels to market.

*      Contract wins during the period with a major UK Clearing Bank and the 
       Academic Medical Centre, Amsterdam.

*      Good progress made in developing relationships with a number of major 
       industry players, notably Northrop Grumman, Thales and Gemplus.

*      The level of cash outflow pre financing is reduced from #1.0 million to 
       #0.3 million.

*      Period end cash balances total #1.3 million.

*      Mario Houthooft, formerly CEO of NASDAQ listed Vasco, joins the 
       management team to strengthen sales and business development activities.

Richard Parris, Chairman & Chief Executive of Intercede, said today:

"The momentum continues to build with the number of requests for tender, and
pre-sales activities in general, at an all time high. This is a very strong
indicator of future sales growth and increasing opportunity for the Group."

                                                                20 November 2003

ENQUIRIES:

Intercede Group plc                          Tel. 01455 558111
Richard Parris, Chairman & Chief Executive
Andrew Walker, Finance Director


Chairman's Statement

Results

The Group has produced a solid operating result in the first half of this year,
which supports our plans for the full year. During the period the management
team focused on delivering an improved performance across all aspects of our
business. I am pleased to report that for the fifth consecutive half year period
we have made excellent progress towards sustainable profitable operations
through the development and resale of our own software products. Whilst it is
disappointing that delays in contract awards have resulted in sales remaining
flat compared to the same period last year, the proportion of sales attributable
to edefice has increased from 52% to 62%. It is also encouraging that the number
of requests for tender, along with general pre-sales activities, are at an all
time high. This is a very strong indicator of future sales growth and increasing
opportunity for the Group.

                                   6 months ended  6 months ended         Year to
                                     30 September    30 September        31 March
                                             2003            2002            2003
                                            #'000           #'000           #'000
Sales                                         878             876           1,819
                                              -----           -----         -------
Gross profit                                  717             630           1,291

Operating
costs                                        (963)         (1,277)         (2,365)
                                            -------       ---------       ---------
Operating loss                               (246)           (647)         (1,074)
                                            -------         -------       ---------
Loss per share                               (0.1)p          (3.4)p          (5.6)p
                                           --------        --------        --------

Cash outflow
before
financing                                    (274)           (988)         (1,421)
                                            -------         -------       ---------
Cash balances                               1,303*            768             317
                                           --------           -----           -----

* Includes #1,270,000 cash raised via a Placing in July 2003



Business and Product Development

Good progress has been made in developing our capability to deliver smart card
and identity management software solutions based upon edefice to partners in
Europe and the United States. Our increasing international reach and the quality
of our offering ensure that we remain well positioned to capitalise on future
growth in the IT security and citizen card markets.

Although innovative in the market, edefice is now a mature technology platform
that is progressively evolving according to customer needs. The Group is using
this common platform to build a number of product offerings targeted at
different vertical markets ie the MyID range of solutions which currently
includes MyID Corporate, MyID Citizen and MyID Campus. This will diversify our
channels to market and widen our product set without diluting the focus on our
core technology. Furthermore, edefice is also being licensed on a service
provider basis to a number of large European telecommunication companies and
service providers. These organisations plan to develop their own service
delivery platforms based on our edefice technology.

Since the start of this financial period, Intercede has entered into a strategic
alliance with Northrop Grumman in North America, completed product integration
with Thales e-Security and incorporated edefice into the Gemplus product line.
Edefice technology has been installed in an increasing number of end-user pilot
sites in North America, Belgium, Germany, Holland, Italy, Japan, Switzerland and
the UK, amongst others. As these pilots move into production over the coming
months, and start to consume an increasing number of licences, we expect to see
a corresponding growth in sales revenues.

In September, we announced that a major UK Clearing Bank had signed a contract
to use Intercede's edefice smart card and identity management system to manage
the issuance of Identrus enabled smart cards and associated digital certificates
to selected customers. Under this contract, edefice will be integrated with both
a third-party smart card bureau and a third-party managed service provider to
provide a highly scalable and robust smart card deployment platform. This Bank
is an important new addition to our customer list and a valuable reference site
which was won by Intercede after fierce competition from a number of
international industry majors. Our success was based on the overall strength of
our technology and the high quality of our service delivery.

To strengthen our sales capabilities in Europe and beyond, I am pleased to
welcome Mario Houthooft, formerly CEO of Vasco, a NASDAQ listed IT security
products business, to the management team. Mario, who is highly respected within
the IT security industry, is tasked with accelerating revenue growth by opening
up the markets across continental Europe.

Finance

As at 30 September 2003, the Group had net cash balances totalling #1,303,000.
During the six months ended 30 September 2003, the cash outflow before financing
was #274,000 compared with #988,000 during the comparative period.

The cash position also reflects the Placing of ordinary shares which took place
on 1 July 2003 raising net funds totalling #1,270,000. It is pleasing to note
that, with the period end cash balance remaining higher than the funds raised,
these funds remain fully available to provide the Group with the flexibility to
pursue its growth strategy through to cash generation.

Outlook

Looking forward we anticipate a continuing trend towards break-even, pending an
anticipated step change in sales during 2004, as the rising level of pre-sales
activity begins to bear fruit.


Richard Parris
Chairman & Chief Executive
20 November 2003


Consolidated Profit and Loss Account

                                          6 months     6 months   Year ended
                                             ended        ended
                                                30           30     31 March
                                         September    September
                                              2003         2002         2003
                                             #'000        #'000        #'000

Turnover                                       878          876        1,819

Cost of sales                                 (161)        (246)        (528)
                                          ----------   ----------   ----------

Gross profit                                   717          630        1,291

Other operating expenses                      (963)      (1,277)      (2,365)
                                          ----------   ----------   ----------

Operating loss                                (246)        (647)      (1,074)

Interest receivable and similar
income                                          14           22           29

Interest payable and similar
charges                                        (37)         (39)         (78)
                                          ----------   ----------   ----------

Loss on ordinary activities
before taxation                               (269)        (664)      (1,123)

Tax on loss on ordinary
activities                                      78          115          212
                                          ----------   ----------   ----------

Loss on ordinary activities after
taxation and
retained loss for the period                  (191)        (549)        (911)
                                          ==========   ==========   ==========

Basic and diluted loss per
ordinary share                                (0.1)p       (3.4)p       (5.6)p
                                          ==========   ==========   ==========


Consolidated Balance Sheet

                                           As at         As at        As at
                                              30            30     31 March
                                       September     September
                                            2003          2002         2003
                                           #'000         #'000        #'000

Fixed assets
Tangible assets                               53            94           70
                                        ----------    ----------   ----------

Current Assets
Stocks                                         -             6            2
Debtors                                      415           220          544
Cash at bank and in hand                   1,303           768          317
                                        ----------    ----------   ----------

                                           1,718           994          863

Creditors: Amounts falling due
within                                      (648)         (674)        (887)
one year                                ----------    ----------   ----------

Net current assets/(liabilities)           1,070           320          (24)
                                        ----------    ----------   ----------

Total assets less current                  1,123           414           46
liabilities                             ----------    ----------   ----------

Creditors: Amounts falling due after
more than one year

Convertible debt                          (1,432)       (1,432)      (1,432)
Other creditors                                -            (8)          (2)
                                        ----------    ----------   ----------

                                          (1,432)       (1,440)      (1,434)
                                        ----------    ----------   ----------

Net liabilities                             (309)       (1,026)      (1,388)
                                        ==========    ==========   ==========

Capital and reserves
Called-up share capital                    4,271         4,095        4,095
Share premium account                      2,107         1,013        1,013
Other reserves                             1,508         1,508        1,508
Profit and loss account                   (8,195)       (7,642)      (8,004)
                                        ----------    ----------   ----------

Shareholders' deficit - all equity          (309)       (1,026)      (1,388)
                                        ==========    ==========   ==========



Consolidated Cash Flow Statement

                                        6 months      6 months   Year ended
                                           ended         ended
                                              30            30     31 March
                                       September     September
                                            2003          2002         2003
                                           #'000         #'000        #'000

Net cash outflow from operating
activities                                  (284)       (1,176)      (1,608)
                                        ----------    ----------   ----------

Returns on investments and servicing
of finance

Interest received                             13            22           30
Interest paid                                  -           (12)         (17)
Interest element of finance
lease rentals                                 (1)           (3)          (5)
                                        ----------    ----------   ----------

Net cash inflow from returns on
investments and servicing of
finance                                       12             7            8
                                        ----------    ----------   ----------

Taxation received                              -           190          190
                                        ----------    ----------   ----------

Capital expenditure
Purchase of tangible fixed
assets                                        (2)           (9)         (11)
                                        ----------    ----------   ----------

Net cash outflow on capital
expenditure                                   (2)           (9)         (11)
                                        ----------    ----------   ----------

Cash outflow before financing               (274)         (988)      (1,421)

Financing
Issue of ordinary share capital            1,270             7            7
Repayment of secured loan                     (5)           (5)         (10)
Capital element of finance
lease rentals                                 (5)          (18)         (31)
                                        ----------    ----------   ----------

Net cash inflow/(outflow) from
financing                                  1,260           (16)         (34)
                                        ----------    ----------   ----------

Increase/(Decrease) in cash in
the period                                   986        (1,004)      (1,455)
                                        ==========    ==========   ==========

Notes to the Accounts

1. Preparation of the interim financial statements

The interim financial statements have been prepared on the basis of the
accounting policies set out in the Group's 2003 statutory accounts.

The interim financial statements are unaudited and do not constitute statutory
accounts as defined in Section 240 of the Companies Act 1985. The figures for
the year ended 31 March 2003 are an abridged version of the Group's statutory
accounts for that year which have been filed with the Registrar of Companies.
The audit opinion on those statutory accounts was unqualified and did not
include a statement under Section 237(2) or (3) of the Companies Act 1985.

The Interim Report will be mailed to shareholders and copies will be available
on the website (www.intercedegroup.com) and at the registered office: Intercede
Group plc, Lutterworth Hall, St Mary's Road, Lutterworth, Leicestershire, LE17
4PS.

2. Basic and diluted loss per ordinary share

The calculations of loss per ordinary share are based on the loss for the period
and the weighted average number of ordinary shares in issue during each period.

                                        6 months      6 months   Year ended
                                           ended         ended
                                              30            30     31 March
                                       September     September
                                            2003          2002         2003
                                           #'000         #'000        #'000

Loss for the period                         (191)         (549)        (911)
                                        ----------    ----------   ----------

                                          Number        Number       Number

Weighted average number of
shares                                25,220,142    16,365,140   16,372,931
                                        ----------    ----------   ----------

                                           Pence         Pence        Pence

Basic and diluted loss per
ordinary share                              (0.1)         (3.4)        (5.6)
                                        ==========    ==========   ==========

The increase in the weighted average number of shares reflects the Placing of
17,582,672 ordinary shares which took place on 1 July 2003.


3. Reconciliation of movement in shareholders' funds

                                        6 months      6 months   Year ended
                                           ended         ended
                                              30            30     31 March
                                       September     September
                                            2002          2002         2003
                                           #'000         #'000        #'000

Opening shareholders' deficit             (1,388)         (484)        (484)

Loss for the period                         (191)         (549)        (911)

Issue of shares                            1,270             7            7
                                        ----------    ----------   ----------
Closing shareholders' deficit               (309)       (1,026)      (1,388)
                                        ==========    ==========   ==========


4. Reconciliation of operating loss to operating cash flow

                                        6 months      6 months   Year ended
                                           ended         ended
                                              30            30     31 March
                                       September     September
                                            2003          2002         2003
                                           #'000         #'000        #'000

Operating loss                              (246)         (647)      (1,074)
Depreciation charge                           18            26           51
Decrease in stock                              2             2            6
Decrease/(increase) in debtors               208           110         (119)
Decrease in creditors                       (266)         (667)        (472)
                                        ----------    ----------   ----------

Net cash outflow from operating
activities                                  (284)       (1,176)      (1,608)
                                        ==========    ==========   ==========

5. Analysis and reconciliation of net debt

                                          As at                       As at
                                       31 March                          30
                                                                  September
                                           2003     Cash Flow          2003
                                          #'000         #'000         #'000

Cash at bank and in hand                    317           986         1,303
                                       ----------    ----------    ----------

Debt due within one year                    (10)            3            (7)
Debt due after one year                  (1,434)            2        (1,432)
Finance leases                               (6)            5            (1)
                                       ----------    ----------    ----------
                                         (1,450)           10        (1,440)
                                       ----------    ----------    ----------

Net debt                                 (1,133)          996          (137)
                                       ==========    ==========    ==========

The reconciliation of net cash flow to the movement in net debt is as follows:

                                        6 months      6 months   Year ended
                                           ended         ended
                                              30            30     31 March
                                       September     September
                                            2003          2002         2003
                                           #'000         #'000        #'000

Increase/(decrease) in cash in
the period                                   986        (1,004)      (1,455)

Cash outflow from decrease in
debt and lease financing                      10            23           41
                                        ----------    ----------   ----------

Change in net debt resulting
from cash flows                              996          (981)      (1,414)

Net (debt)/cash at the
beginning of the period                   (1,133)          281          281
                                        ----------    ----------   ----------

Net debt at the end of the
period                                      (137)         (700)      (1,133)
                                        ==========    ==========   ==========

6. Creditors: Amounts falling due after more than one year

The convertible debt totalling #1,432,000 represents two issues of convertible
loan stock, both carrying an interest coupon of 5%. The first issue totalling
#982,000 is convertible at the option of the holder into fully paid ordinary
shares of the Company at 60.0p per ordinary share (up to a maximum of 1,636,048
shares) at any time prior to 11 December 2006. The second issue totalling
#450,000 is convertible at the option of the holder into fully paid ordinary
shares of the Company at 41.4p per ordinary share (up to a maximum of 1,086,800
shares) at any time prior to 31 March 2007. Unless previously redeemed or
converted, the debt will be redeemed at par on 11 December 2006 and 31 March
2007 respectively.

In recognition of the dilution to be faced by the loan stockholders following
the Placing on 1 July 2003, they were granted warrants to subscribe for up to
2,982,919 ordinary shares at the Placing Price of 7.8p at any time up to the
existing conversion dates referred to above.

7. Dividend

The Directors do not recommend the payment of a dividend.




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