FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. ~~20549~~20459

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

~~January~~February 2217, 2004

Amersham plc

(Translation of registrant’s name into English)

Amersham Place
Little Chalfont
Buckinghamshire HP7 9NA
England

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þx Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rules 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þx

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rules 12g3-2(b): 82- _______

TABLE OF CONTENTS

SIGNATURE ~~ACQUISITION~~News OFRelease ~~AMERSHAM~~Statement ~~PLC~~of total recognised gains and losses Reconciliation of movement in equity shareholders' funds Group balance sheet Group cash flow statement Notes to the financial statements

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

	AMERSHAM PLC (Registrant)
DATE: January 22, 2004	By
DATE: February 17, 2004	By
		Name: Susan M. Henderson
	Name: Susan M. Henderson Title: Deputy Company Secretary
		Title: Deputy Company Secretary

List of exhibits to the FORM 6-K dated ~~January~~February 2117, 2004

1. Preliminary Results for the 12 Months ended 31 December 2003 2. Acquisition of Amersham plc —– ~~Satisfaction~~Scheme ofDocument ~~pre-conditions~~Posted

(AMERSHAM LOGO)

News Release

PRELIMINARY RESULTS
FOR THE 12 MONTHS ENDED 31 DECEMBER 2003

17 February 2004

Enquiries:


UK Investors Alexandra Morris		Tel: +44 1494 542 051

Media Dr Lynne Gailey		Tel: +44 1494 542 050
Dr Graeme Holland		Tel: +44 1494 542 115

US Lucy Morrison		Tel: +1 732 457 8092

Amersham business performance exceeds targets delivering double digit
growth in operating profits and EPS, driven by strong second half

FINANCIAL OVERVIEW
The business performance and statutory results are summarised below and the commentary and tables which follow are on a business performance basis unless otherwise stated. Business performance results are stated before exceptional items and goodwill amortisation unless otherwise noted. Management believes that exclusion of these items provides a better comparison of business performance for the periods presented. All growth rates are stated at constant exchange rates (CER) unless otherwise noted.
#Denotes ongoing business growth excluding discontinued products.
*Turnover including share of joint venture

Business performance and highlights


	12 months			12 months			Growth at Constant
	to 31 Dec 03			to 31 Dec 02			Exchange Rates
	£m			£m			%

Sales*		1,652			1,618			6	^#
Operating profit		299			310			12
Profit before tax		294			301			14
EPS		29.0	p		29.9	p		13
Dividend per share		8.77	p		7.80	p		12

•

Sales up 6%^# to £1,652 million, profit before tax up 14% at £294 million, earnings per share up 13% and dividend per share up 12%

•

Medical Diagnostics sales (excluding Japan) up 11% to £788 million:

–

Visipaque^™ sales accelerated to £122 million up 38%

–

Patented product sales up 22% to £412 million, with 5-year CAGR of 22%

–

Seven products in phase III trials, on track for launch in 2005/06

•

Protein Separations sales up 5% to £295 million:

–

Stronger growth driven by Laboratory Separations up 14% in second half of 2003

–

Significant number of products ready for launch in 2004/05 as a result of increased R&D spend

•

Discovery Systems sales up 2%^# to £384 million:

–

14% sales growth from the strategic focus areas; including protein analysis, cellular bioassays and microarrays (Codelink^™)

–

Restructuring ahead of plan delivering over £20 million of cost savings in 2003 moving the business into profit in the second half; with revised expectations of annual savings running at the rate of more than £40 million per annum by the end of 2004

•

Adverse impact of foreign exchange on profit before tax of £39 million

•

Operating cash flow of £322 million

–

Net debt at £147 million reduced by £35 million in the year

Statutory results


	12 months			12 months			Growth/(Reduction) at
	to 31 Dec 03			to 31 Dec 02			Actual Exchange Rates
	£m			£m			%

Sales*		1,652			1,618			2
Profit before tax		192			264			(27	)
EPS		16.5	p		26.1	p		(37	)

Statutory profit before tax shows a decline at actual exchange rates after exceptional items of £58 million (2002, £nil) and after goodwill amortisation of £44 million (2002, £37 million)

Sir William Castell, Chief Executive, Amersham plc, said, “Our strong results in the second half of 2003 reflect unwavering focus on our business fundamentals. We continued to expand sales of our patented Medical Diagnostics products at an excellent rate; delivered stronger second half growth in Protein Separations, moved Discovery Systems into profit in the second half, ahead of schedule, and we delivered improved underlying margins for Amersham.”

“Since 1990, Amersham has produced an average annual earnings per share growth on a business performance basis of 17 per cent. Our strategic focus on enabling personalised medicine has given our people a strong sense of purpose, and they have applied their skills successfully to provide our customers with a range of innovative products and technologies. The creation of GE Healthcare will enable us to combine expertise in diagnostics, biology, engineering and informatics. By focusing the scale, brand and competencies of the combined businesses on improved diagnosis, we will have an excellent opportunity to transform global healthcare ensuring a better quality of life for the individual and a more cost effective delivery for payers and providers.”

“With the deal now approaching its final phase, I would like to take this opportunity to personally thank our board of directors, executive team and, especially, all our employees at Amersham for their efforts and commitment, not only in producing this outstanding set of results, but also for their dedication to our long term goals.”

Business Performance

Sales were £1,652 million, up six per cent^#, with Amersham Health sales up seven per cent, Protein Separations sales up five per cent and Discovery Systems sales up two per cent^#. All regions experienced positive sales momentum led by North America up by eight per cent. Total R&D expenditure of £182 million (11 per cent of sales) was down four per cent, as expected, reflecting reduced expenditure in Discovery Systems as a result of the restructuring programme whilst maintaining growth in Amersham Health and Protein Separations. Operating profit was £299 million, up 12 per cent and after reduced net interest expense of £5 million, profit before tax increased by 14 per cent to £294 million. With the tax rate of 31.0 per cent for 2003 slightly lower than the 31.4 per cent reported in 2002 and a modest increase in the number of shares in issue, earnings per share before exceptional items and goodwill amortisation increased by 13 per cent to 29.0p. The board is recommending a dividend of 5.92p per share which is expected to be paid on 28 May 2004, giving a full-year dividend of 8.77p per share, up 12 per cent.

The results, as reported in sterling, are affected by movements in foreign exchange. During 2003, the results were most notably impacted by the weakening of the US dollar with an overall adverse currency impact on profit before tax of £39 million.

Net cash flow from operating activities before exceptional items of £322 million was down from £346 million in 2002 affected by adverse foreign exchange movements. Free cash flow was £100 million (2002 — £139 million) after an increase in capital expenditure of £22 million primarily in expanding manufacturing capacity. Net debt at the year end was £147 million, including a benefit of £20 million from movements in foreign exchange, compared to £182 million at 31 December 2002.

Statutory Results

The statutory results are shown after goodwill amortisation and exceptional items. Business performance profit before tax of £294 million was reduced by goodwill amortisation of £44 million and exceptional items of £58 million giving statutory profit before tax of £192 million. Exceptional items comprise charges incurred in connection with the restructuring of Discovery Systems of £44 million, costs arising from the acquisition by GE of Amersham of £8 million and other net items of £6 million. Profit before tax was down from £264 million in 2002 because of an increase in goodwill amortisation of £7 million, increased exceptional items and the adverse impact of exchange. Statutory earnings per share were 16.5p, down from 26.1p in 2002.

Amersham Health — Medical Diagnostics and Therapy


	2003		2002		CER
	£m		£m		Growth %

Sales
Medical Diagnostics		924		886		9
Therapy		49		62		(17	)
Total		973		948		7
Operating profit		228		256		5

Amersham Health is a market-leading, global business specialising in the field of in vivo diagnostic products for the early and accurate detection of disease. In 2003, sales increased by seven per cent to £973 million with Medical Diagnostics accounting for £924 million, up nine per cent. Medical Diagnostics sales were driven by patented diagnostic products, which grew by 22 per cent to £412 million. Sales of unpatented diagnostic products grew by two per cent to £357 million. Sales of Visipaque™ and Omniscan™ each exceeded £100 million in 2003 bringing the number of products with more than £100 million in annual sales to four; the radiopharmaceutical heart diagnostic product Myoview™ (£149 million, up 20 per cent), the second generation X-ray product Omnipaque™ (£218 million, up two per cent), the magnetic resonance imaging (MRI) product Omniscan™ (£106 million, up 12 per cent) and the third generation X-ray product Visipaque™ (£122 million, up 38 per cent). Visipaque™ sales growth accelerated from the 18 per cent growth achieved in 2002. Medical Diagnostics delivered improved underlying operating margins during the year partially compensating for lower margins in Therapy.

There has been significant progress in 2003 in advancing the development of the R&D portfolio, particularly in Japan where the submission of Fluordeoxyglucose (FDG) was achieved on schedule in December. Patient recruitment to support all clinical trial programmes reached an all time high in the last quarter of 2003 and reflects both the late stage of the development portfolio and the drive within the business for greater efficiency in programme management.

Amersham Biosciences — Protein Separations and Discovery Systems


	2003			2002			CER
	£m			£m			Growth %

Sales
Protein Separations		295			276			5
Discovery Systems		384			394			2	^#
Operating profit
Protein Separations		106			107			9
Discovery Systems		(9	)		(32	)		46

Protein Separations

Protein Separations is the market leader in chromatographic systems for the purification of proteins from laboratory to manufacturing scale. In 2003 sales were £295 million up five per cent and operating profit was up nine per cent to £106 million. In the second half, operating margins improved through changes in the product mix and sales accelerated, driven by 14 per cent growth in laboratory separations. Overall sales growth was impacted by the slowdown in antisense product development with sales of speciality products declining 18 per cent after a strong performance in 2002.

R&D expenditure increased by 18 per cent bringing forward the development of a number of new products targeting the research customer base, which are expected to reach the market in 2004 and 2005; including AKTAxpress™ for automated multi-step high-throughput protein purification; and AKTAxflow™, a system designed to harness the dual capabilities of chromatographic and membrane separations. In bioprocessing, following the successful launch of MabSelect™, Amersham is preparing to launch a second generation affinity resin for purification of monoclonal antibodies. The technology behind this new product allows customers to reduce costs associated with their manufacturing processes.

Discovery Systems

Discovery Systems is a leading global provider of products and services used in disease research, drug discovery and drug development. Sales in 2003 grew two per cent^# to £384 million, with an operating loss of £9 million compared with £32 million in 2002.

The business achieved profitability in the second half following a successful realignment of the cost base by reducing R&D and manufacturing costs and refocusing the business portfolio on areas where there is strong long-term growth potential and where Amersham has existing market leadership. Restructuring cost savings in 2003 amounted to more than £20 million with revised expectations of annual savings running at the rate of more than £40 million by the end of 2004.

Sales continued to grow during the restructuring. The areas of strategic focus, including cellular assays, protein analysis and microarrays (Codelink™) showed good growth with sales up 14 per cent. In these areas a number of new products were launched during the year, including the IN Cell Analyzer 1000, a high-throughput sub-cellular imaging system and new DIGE dyes, sample preparation products and software for protein analysis.

Management

Peter Loescher was appointed to the role of Chief Operating Officer, effective 1 January 2004. Mr Loescher, 46, joined the company in December 2002 as President of Amersham Health and an Executive member of the Amersham plc Board. In this new role Mr Loescher will continue to lead Amersham Health and to report to Sir William Castell, Chief Executive, Amersham. Andrew Carr, President Discovery Systems and Peter Ehrenheim, President Protein Separations will report to Mr Loescher with respect to their operational responsibilities.

General Electric

On 10 October, 2003, General Electric Company and GE Investments, Inc (GE) and Amersham announced a recommended share exchange acquisition by GE of Amersham. Pre-conditions to the deal, including regulatory clearances from the European Commission and from the US anti-trust authorities, have been satisfied. Completion of the acquisition remains subject to a number of customary conditions, including the approval of Amersham shareholders and the sanction of the Scheme by the High Court and is expected in early April.

Group profit and loss account


			12 months to 31 Dec 2003									12 months to 31 Dec 2002

			Before									Before
			exceptional			Exceptional						exceptional			Exceptional
			items			items			Total			items			items		Total
	Notes		£m			£m			£m			£m			£m		£m

Sales including share of joint ventures		2,3		1,652			—			1,652			1,618			—		1,618
Less share of joint venture sales				(82	)		—			(82	)		(80	)		—		(80	)

Group turnover				1,570			—			1,570			1,538			—		1,538

Group operating profit before exceptional items and goodwill amortisation				276			—			276			287			—		287
Exceptional items		4		—			(45	)		(45	)		—			—		—
Goodwill amortisation				(44	)		—			(44	)		(37	)		—		(37	)

Group operating profit				232			(45	)		187			250			—		250
Share of operating profit of joint ventures and associates				23			—			23			23			—		23

Total operating profit		2		255			(45	)		210			273			—		273
Loss on disposal of fixed assets		4		—			(6	)		(6	)		—			—		—
Loss on disposal of business		4		—			(7	)		(7	)		—			—		—
Amounts written off investments				—			—			—			(2	)		—		(2	)
Net interest payable				(5	)		—			(5	)		(7	)		—		(7	)

Profit on ordinary activities before taxation				250			(58	)		192			264			—		264
Tax on profit on ordinary activities		4,5		(91	)		14			(77	)		(94	)		9		(85	)

Profit on ordinary activities after taxation				159			(44	)		115			170			9		179
Loss attributable to equity minority interests				1			—			1			1			—		1
Profit attributable to non-equity minority interests				—			—			—			(1	)		—		(1	)

Loss attributable to minority interests				1			—			1			—			—		—

Profit for the financial year attributable to shareholders				160			(44	)		116			170			9		179
Dividends paid and proposed		6		(62	)		—			(62	)		(58	)		—		(58	)

Retained profit for the financial year				98			(44	)		54			112			9		121

Earnings per ordinary share		7
- basic										16.5p								26.1p
- before exceptional items and goodwill amortisation										29.0p								29.9p
- average number of shares										699.5m								684.7m
Diluted earnings per ordinary share
- after exceptional items and goodwill amortisation										16.4p								25.9p

Dividends per ordinary share		6								8.77p								7.80p

All results are derived from continuing operations.

Share of operating profit of joint ventures and associates of £23m (2002 - £23m) includes income from the group’s joint venture interests in Nihon Medi-Physics (NMP) and in Oncura Inc for the 6 months from 1 July 2003.

Statement of total recognised gains and losses


			12 months to			12 months to
			31 Dec 2003			31 Dec 2002
	Notes		£m			£m

Profit for the financial year attributable to shareholders				116			179
Tax charge on foreign currency hedge loan				(2	)		(5	)
Unrealised gain on partial disposal of business		4		12			—
Foreign currency translation of net investment in subsidiaries				(9	)		53

Total recognised gains for the year				117			227

Reconciliation of movement in equity shareholders’ funds


			12 months to			12 months to
			31 Dec 2003			31 Dec 2002
	Notes		£m			£m

Profit for the financial year attributable to shareholders				116			179
Dividends		6		(62	)		(58	)

Retained earnings				54			121
Foreign currency translation				(11	)		48
New share capital and premium				13			408
Unrealised gain on partial disposal of business		4		12			—
Loss relating to Qualifying Employee Share Ownership Trust (QUEST)				—			(1	)

Net increase in equity shareholders’ funds				68			576
Equity shareholders’ funds at the start of the year				1,172			596

Equity shareholders’ funds at the end of the year				1,240			1,172

Group balance sheet


		At 31 Dec 2003			At 31 Dec 2002
		£m			£m

Fixed assets
Intangible assets			681			751
Tangible assets			708			641
Investments:
	Investment in joint ventures:
	- Share of gross assets		126			105
	- Share of gross liabilities		(38	)		(32	)

	- Share of net assets		88			73
	Investments in associates and other investments		21			26

			109			99

			1,498			1,491

Current assets
Stocks			222			208
Debtors — amounts due within one year			373			349
Debtors — amounts due after one year			53			61
Short term deposits and investments			27			22
Cash at bank and in hand			35			33

			710			673

Creditors — amounts due within one year
Loans			(126	)		(44	)
Other creditors			(492	)		(482	)

			(618	)		(526	)

Net current assets			92			147

Total assets less current liabilities			1,590			1,638

Creditors — amounts due after one year
Loans			(83	)		(193	)
Other creditors			(9	)		(11	)

			(92	)		(204	)

Provisions for liabilities and charges			(250	)		(253	)

Accruals and deferred income			(3	)		(4	)

Total net assets			1,245			1,177

Equity capital and reserves
Share capital			35			35
Share premium account			482			469
Other reserves			94			94
Profit and loss account			629			574

Equity shareholders’ funds			1,240			1,172

Minority interests			5			5

			1,245			1,177

Group cash flow statement


			12 months to			12 months to
			31 Dec 2003			31 Dec 2002
	Notes		£m			£m

Net cash inflow from operating activities before exceptional items		8		322			346
Exceptional items				(24	)		—

Net cash inflow from operating activities				298			346

Dividend received from joint venture				9			5

Returns on investments and servicing of finance
Interest paid				(2	)		(9	)
Interest received				1			5
Dividends paid by subsidiary undertakings to minority interests				(2	)		(2	)

				(3	)		(6	)

Taxation				(65	)		(57	)

Capital expenditure and financial investment
Purchase of tangible fixed assets				(168	)		(143	)
Purchase of intangible fixed assets				(2	)		(5	)
Sales of tangible fixed assets				3			1
Purchase of trade investments				(3	)		(3	)
Costs associated with disposal of investment in Nycomed Pharma				(2	)		(4	)
Sale of own shares				4			—
Sale of trade investments				3			1

				(165	)		(153	)

Acquisitions and disposals
Purchase of 45% minority in Amersham Biosciences				—			(704	)
Costs associated with the purchase of 45% minority in Amersham Biosciences				—			(5	)
Other acquisitions				(17	)		(40	)
Disposals				1			—
Cash transferred on disposal of business				(1	)		—

				(17	)		(749	)

Equity dividends paid				(56	)		(52	)

Net cash flow before management of liquid resources and financing				1			(666	)

Management of liquid resources*		9		(4	)		75

Financing
Issue of share capital				13			413
Costs associated with issue of share capital				—			(5	)
Loans and finance leases		9		(12	)		162
Repayment of long term loan				—			(14	)
Capital contribution by minority interest				1			9

				2			565

Cash flow in the year		9		(1	)		(26	)

Analysis of free cash flow before exceptional items
Free cash flow from:
Operating activities before exceptional items		8		322			346
Dividend received from joint venture				9			5
Returns on investments and servicing of finance				(3	)		(6	)
Taxation				(65	)		(57	)

Free cash flow after taxation and returns on investments and servicing of finance				263			288
Capital expenditure and financial investment prior to the disposal of Nycomed Pharma				(163	)		(149	)

Free cash flow before equity dividends				100			139

Free cash flow after equity dividends				44			87

*Liquid resources are defined as short term deposits with banks and current asset investments in bonds and equities. These total £27m (2002 — £22m) and are shown in the balance sheet within the total of short term deposits and investments.

Notes to the financial statements

1. Basis of preparation

The Preliminary Announcement of results for the year ended 31 December 2003 is an excerpt from the forthcoming Annual Report & Accounts 2003 and does not constitute the statutory financial statements of 2003 nor 2002. The 2003 figures are extracted from the unaudited financial statements for that year which have not yet been approved by the shareholders and have not yet been delivered to the Registrar of Companies. The comparative figures are extracted from the latest published financial statements that have been delivered to the Registrar of Companies. The auditors’ report in respect of the year ended 31 December 2002 was unqualified and did not contain a statement under either Section 237(2) or Section 237(3) of the Companies Act 1985.

2. Segmental analysis by business sector


		12 months to		12 months to
		31 Dec 2003		31 Dec 2002
		£m		£m

Sales
Amersham Health			973		948
Amersham Biosciences
	Protein Separations		295		276
	Discovery Systems		384		394

			1,652		1,618

Included within Amersham Health is the group’s share of joint venture sales during the year of £82m (2002 — £80m).

Total operating profit before exceptional items and goodwill amortisation


Amersham Health		228		256
Amersham Biosciences
	Protein Separations	106		107
	Discovery Systems	(9	)	(32	)
Corporate and other		(26	)	(21	)

		299		310

Total operating profit before exceptional items and goodwill amortisation of £299m (2002 — £310m) is after charging research and development of £182m (2002 — £184m). Research and development costs of Amersham Health are £102m (2002 — £95m), Protein Separations £26m (2002 — £22m), Discovery Systems £51m (2002 — £66m) and Corporate and other £3m (2002 — £1m).

The following table shows operating profit after allocation of exceptional items and goodwill amortisation. The exceptional items charged in 2003 relate £1m (2002 — £nil) to Amersham Health, £2m (2002 — £nil) to Protein Separations, £37m (2002 — £nil) to Discovery Systems and £5m (2002 — £nil) to Corporate and other. Amortisation charged on goodwill in 2003 relates £2m (2002 — £1m) to Amersham Health, £29m (2002 — £24m) to Protein Separations and £13m (2002 — £12m) to Discovery Systems.

Total operating profit after exceptional items and goodwill amortisation


Amersham Health		225		255
Amersham Biosciences
	Protein Separations	75		83
	Discovery Systems	(59	)	(44	)
Corporate and other		(31	)	(21	)

		210		273

Included within Amersham Health is the group’s share of joint venture profit before interest and tax for the year of £23m (2002 — £23m).

3. Segmental analysis by geographical sector


	12 months to		12 months to
	31 Dec 2003		31 Dec 2002
By destination	£m		£m

Sales
Europe		462		428
North America		807		799
Japan		247		264
Asia Pacific		95		80
Rest of the world		41		47

		1,652		1,618

Included within Japan is the group’s share of NMP joint venture sales during the year of £75m (2002 — £80m), and within North America is the group’s share of Oncura Inc joint venture sales of £7m (2002 — £nil).

4. Exceptional items


	12 months to			12 months to
	31 Dec 2003			31 Dec 2002
	£m			£m

Costs associated with the restructuring of Discovery Systems business		(37	)		—
Costs associated with the General Electric offer		(8	)		—

Total exceptional charge to operating profit		(45	)		—

Asset write-offs associated with the restructuring of Discovery Systems business		(7	)		—
Profit on disposal of own shares		1			—

Loss on disposal of fixed assets		(6	)		—

Provision for loss on disposal of Cimarron business		(10	)		—
Realised gain on partial disposal of Brachytherapy business		3			—

Loss on disposal of business		(7	)		—

Total exceptional items before taxation		(58	)		—

Tax credit relating to exceptional items		14			—
Tax credit relating to group reorganisation		—			9

Total exceptional items after taxation		(44	)		9

In February 2003, the group announced a restructuring of its Discovery Systems business. Operating costs of £37m, relating primarily to staff termination payments, and £7m of fixed asset write offs have been incurred on the project during 2003, with a related tax credit of £13m. Of the total costs of £44m incurred, cash outflow was £22m in the period.

In July 2003, the group combined its Brachytherapy commercial operations with the urology business of Galil Medical. The net effect of the transaction has been to dispose of a 25% interest in Amersham’s Brachytherapy commercial operations in exchange for a 75% interest in Galil Medical’s urology business and £3m in cash. A realised gain of £3m has been recognised on the disposal, with an unrealised gain of £12m recognised in the statement of total recognised gains and losses.

In October 2003, the group announced that it had reached agreement with General Electric Company (GE) on the terms of a recommended share exchange acquisition of Amersham by GE. Costs of £8m relating to the offer have been incurred in 2003, primarily relating to advisor fees and incremental social security relating to share options, with a related tax credit of £1m. Cash outflow of £2m was incurred during 2003.

In December 2003, following a decision to exit from its investment in Cimarron Software Inc, the group has provided for a loss on disposal of the business, writing down the related goodwill and other assets to net realisable value, resulting in a charge of £10m. The exit from the business was completed on 2 February 2004. There is no cash impact from this exceptional charge.

In December 2003, the group realised a gain of £1m on the disposal of 480,000 own shares for £7.63 per share. The cash inflow resulting from this disposal was £4m

In 2002, as a result of the formation of a consolidated tax group in the US on 31 July 2002, the group recognised a deferred taxation asset of £9m, relating to future utilisation of tax losses arising from prior periods.

5. Tax on profit on ordinary activities


	Note		12 months to			12 months to
			31 Dec 2003			31 Dec 2002
			£m			£m

UK corporation tax at 30% (2002 — 30%)
Current				37			4
Double tax relief				(37	)		(8	)

				—			(4	)
Overseas taxation				77			84
Over-provision in respect of prior years				(7	)		(19	)
Share of joint ventures and associates				10			10

Total current tax				80			71

Deferred tax
Origination and reversal of timing differences				12			7
Prior year deferred tax movement				(1	)		16

Total deferred tax				11			23

Tax before exceptional items				91			94
Exceptional items		4		(14	)		(9	)

				77			85

6. Dividends paid and proposed


	12 months to		12 months to
	31 Dec 2003		31 Dec 2002
	£m		£m

Paid — interim dividend of 2.85p per share (2002 — 2.65p per share)		20		22
Proposed — dividend of 5.92p per share (2002 — nil p per share)		42		—
Proposed — final dividend of nil p per share (2002 — 5.15p per share)		—		36

		62		58

A dividend of 5.92p per share is proposed, subject to the completion of the Acquisition, bringing the total dividend for the year to 8.77p.

Included within the interim dividend for 2002 of £22m is £3m relating to the final 2001 dividend paid to holders of the 57.5m new ordinary shares which were issued by means of a placing on 18 March 2002.

7. Earnings per ordinary share

Basic earnings per ordinary share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue in the year, excluding those held by employee share trusts. For diluted earnings per ordinary share, the weighted average number of ordinary shares is adjusted to assume conversion of all potentially dilutive ordinary shares.

The calculation of earnings per ordinary share is based on the following attributable profit and weighted average number of shares.

12 months to

31 Dec 2003

31 Dec 2002

£m

Attributable profit

Profit attributable to shareholders — basic

116

16.5

179

26.1

Add back the following items:

Exceptional items

8.2

—

Goodwill amortisation

6.3

5.3

Adjust for related amounts of:

Taxation

(14

)

(2.0

)

(1.3

)

Minority interest

—

)

(0.2

)

Profit attributable to shareholders before exceptional items and goodwill amortisation

204

29.0

205

29.9

Average number of shares

Basic

699.5

684.7

Dilution effect of outstanding share options

4.0

4.0

Diluted

703.5

688.7

Earnings per ordinary share

- basic

16.5

26.1

- before exceptional items and goodwill amortisation

29.0

29.9

- diluted (after exceptional items and goodwill amortisation)

16.4

25.9

Earnings per ordinary share before exceptional items and goodwill amortisation is presented in order to show the impact on earnings of non-recurring items and goodwill.

8. Net cash flow from operating activities


	12 months to			12 months to
	31 Dec 2003			31 Dec 2002
	£m			£m

Total operating profit before exceptional items		255			273
Share of operating profit of joint ventures and associates		(23	)		(23	)
Depreciation and amortisation		131			117
Loss on sale of tangible fixed assets		3			2
(Decrease) in provisions		(25	)		(7	)
(Increase) in stocks		(18	)		(20	)
(Increase) / decrease in debtors		(20	)		5
Increase / (decrease) in creditors		19			(1	)

Net cash inflow from operating activities before exceptional items		322			346
Exceptional items		(24	)		—

Net cash inflow from operating activities		298			346

9. Analysis of net debt


	As at			Other non-cash						Exchange		As at
	1 Jan 2003			changes			Cash flow			movements		31 Dec 2003
	£m			£m			£m			£m		£m

Cash at bank and in hand		33			—			2			—		35
Overdrafts		(7	)		—			(3	)		1		(9	)

		26			—			(1	)		1		26
Liquid resources		22			—			4			1		27
Loans due within one year		(37	)		(92	)		10			2		(117	)
Loans due after more than one year		(193	)		92			2			16		(83	)

Net debt		(182	)		—			15			20		(147	)

Other non-cash changes represent the reclassification of loan balances that mature within one year.

10. Post balance sheet events

On 21 January 2004, the group announced that the pre-conditions to the making of the share exchange acquisition of Amersham plc by General Electric Company and GE Investments Inc had been satisfied. The pre-conditions included regulatory clearance from the European Commission and from the US anti-trust authorities. Completion of the acquisition remains subject to a number of customary conditions, including the approval of the Amersham shareholders and the sanction of the Scheme by the High Court and is expected in early April.

On 2 February 2004, the group completed the exit from its investment in Cimarron Software Inc, by selling the group’s holding for US$1, although the group will continue to distribute Cimarron products.

CAUTIONARY STATEMENT FOR PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Private Securities Litigation Reform Act of 1995 provides for a safe harbor for forward-looking statements. This preliminary report contains words such as ‘believe’, ‘expect’ and ‘anticipate’ and similar expressions, that identify forward-looking statements, which reflect the group’s views about future events and financial performance. Such forward-looking statements relate to the outlook of Amersham plc, including in particular, the expected growth of certain of the group’s products or the markets for those products and the impact of currency movements during 2004. Actual results could differ materially from those projected in such forward looking statements as a result of various factors that may be beyond the control of the group.

The following important factors could cause actual results to differ materially from those projected or implied in any forward-looking statements:

(i)

Changes in demand for the products of Amersham plc worldwide or the markets for those products as well as changes in management’s expectation of the development of new markets and the timing of completion of various trials leading to the introduction of new products;

(ii)

Changes in the cost or supply of raw materials, changes in interest rates and the impact of competition; and

(iii)

Price controls and price reductions, fluctuations in exchange rates for foreign currencies, changes in governmental regulation, and the risk of loss of patents or trademarks.

Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. In any event, these statements speak only as of the date on which they are made, and the group does not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES

2117 ~~January~~February 2004

ACQUISITION OF AMERSHAM PLC

~~Satisfaction~~SCHEME ofDOCUMENT ~~pre-conditions~~POSTED

Recommended share exchange acquisition of Amersham plc (“Amersham”) by General Electric Company and GE Investments, Inc. (together “GE”) by means of a scheme of arrangement (the “Scheme”) under section 425 of the Companies Act 1985 (the “Acquisition”)

~~On 10 October 2003,~~ GE and Amersham ~~announced~~announce that the ~~pre-conditional~~documentation ~~recommended Acquisition~~for ofthe ~~Amersham~~Scheme ~~applying~~(the ~~a share exchange ratio which, at announcement,~~“Scheme ~~valued~~Document”) ~~each~~in ~~Amersham~~relation ~~share~~to atthe ~~800~~Acquisition ~~pence~~will ~~and~~be ~~the~~posted ~~diluted~~to ~~share capital of~~ Amersham Shareholders ~~at approximately £5~~today.~~7 billion ($9.5 billion).~~

GEAs ~~and~~set ~~Amersham~~out ~~today~~in ~~announce~~the ~~that~~Scheme ~~the~~Document, ~~pre-conditions~~two toshareholder meetings (the ~~making~~Court ofMeeting and the ~~Acquisition~~ ~~have~~Extraordinary ~~now~~General ~~been~~Meeting) ~~satisfied.~~will ~~The~~be ~~pre-conditions~~held ~~included~~to ~~regulatory~~allow Amersham ~~clearances~~Shareholders ~~from~~to vote on the ~~European~~proposed ~~Commission,~~resolutions ~~received~~required ~~today~~to approve the Acquisition on 17 March 2004 at The Savoy Hotel, ~~and~~River ~~from~~Entrance, ~~the~~Savoy USPlace, ~~anti-trust~~London, ~~authorities~~WC2R 0EU, ~~received~~England onfrom 110.30 ~~December 2003~~a.m. GMT.

ItThe iskey ~~expected~~dates that Amersham’s preliminary results for 2003 will be announced and the documentation relating to the Scheme (which will incorporate Amersham’s preliminary results) will be despatched to Amersham shareholders in ~~approximately~~ ~~four weeks and it is intended that~~ the ~~Acquisition will complete in early April. Full details of the terms and conditions and~~ expected timetable offor the Acquisition ~~and the Scheme will be set out in the scheme~~are: ~~documentation.~~

Completion of the Acquisition remains subject to the satisfaction or, if permitted, waiver of the conditions to the Acquisition as set out in the press release of 10 October 2003, including, inter alia, the approval of Amersham shareholders and the sanction of the Scheme by the High Court.


Latest time for receipt of VPS Voting Instruction Cards		3.00 p.m. (Oslo time) 10 March 2004

Latest time for receipt of ADS Voting Instruction Cards		10.00 a.m. (New York time) 10 March 2004

Latest time for receipt of Forms of Proxy for Court Meeting		10.30 a.m. (GMT) 15 March 2004

Latest time for receipt of Forms of Proxy for Amersham EGM and Forms of Election		10.40 a.m. (GMT) 15 March 2004

Shareholder meetings (Court Meeting and Amersham EGM)		from 10.30 a.m. (GMT) 17 March 2004

10 day trading period upon which the Exchange Ratio will be calculated^1,2		23 March – 5 April 2004

Ex dividend date for the proposed Amersham dividend¹		31 March 2004


Record date for proposed Amersham dividend¹		2 April 2004

Last day for dealings in Amersham Shares and Amersham ADSs^1,3		6 April 2004

Completion and announcement of the Exchange Ratio^¹		8 April 2004

Payment of the proposed Amersham dividend^¹		28 May 2004

1.		These dates are indicative only and will depend, amongst other things, on the dates upon which the Court sanctions the Scheme and/or confirms the reduction of capital.
2.		The Exchange Ratio at Posting is 0.4483 New GE Shares based on a Sterling GE Price at Posting of £17.84.
3.		Dealings in Amersham Shares after the third business day prior to the date of the Initial Court Hearing (which is expected to be 31 March 2004) will not, in accordance with normal settlement procedures, be registered prior to the Scheme Record Time.

Completion of the Acquisition remains subject to the satisfaction or, if permitted, waiver of the conditions to the Acquisition as set out in the Scheme Document, including, inter alia, the approval of Amersham Shareholders and the sanction of the Scheme by the High Court.

Terms used in this announcement shall have the same meanings as set out in the Scheme Document.

Enquiries:

Richard Wacker (GE Investor Relations)		+1 203 373 2468
Bill Cary (GE Investor Relations)		+1 203 373 2468
Pam Wickham (GE Medical Systems)		+1 262 544 3530
Pam Wickham (GE Healthcare)		+1 262 544 3530
Louise Binns (GE Corporate Europe)		+32 2 235 6912
Peter Stack (GE Corporate Financial)		+1 203 373 2283

Louise Binns (GE Corporate Europe)		+32 2 235 6912
Peter Stack (GE Corporate Financial)		+1 203 373 2283

Goldman Sachs International


Richard Butland		+44 20 7774 1000

Amersham ~~plc~~

Alexandra Morris (Investor Relations)		+44 1494 542 051
Dr Lynne Gailey (Media Relations)		+44 1494 542 050
Dr Graeme Holland (Media Relations)		+44 1494 542 115
Nancy Thingstad (Media Relations, Norway)		+47 2318 5138
Lucy Morrison (US Investor Relations)		+1 732 457 8092

J. P. Morgan plc


Edward Banks		+44 20 7742 4000

Morgan Stanley & Co. Limited


Johannes Groeller		+44 20 7425 5000

Goldman Sachs International, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for GE and no one else in connection with the Acquisition and will not be responsible to anyone other than GE for providing the protections afforded to customers of Goldman Sachs International nor for providing advice in relation to the Acquisition, or any matter referred to herein.

J. P. Morgan plc, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Amersham as joint financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than Amersham for providing the protections afforded to customers of J. P. Morgan plc nor for providing advice in relation to the Acquisition, or any matter referred to herein.

Morgan Stanley & Co. Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Amersham as joint financial adviser and for no one else in connection with the Acquisition and will not regard any other person as a client in relation to the Acquisition and will not be responsible to anyone other than Amersham for providing the protections afforded to clients of Morgan Stanley & Co Limited nor for providing advice in relation to the Acquisition, or any matter referred to herein.

~~This~~Goldman ~~document~~Sachs ~~contains~~International ~~forward-looking~~is ~~statements.~~acting ~~Forward-looking statements~~exclusively ~~may~~for beGE ~~identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or words of similar meaning~~ and ~~include,~~no ~~but~~one ~~are~~else ~~not limited to, statements about the~~in ~~expected~~connection ~~future~~with ~~business and financial performance of General Electric Company (“General Electric”) resulting from and following~~ the ~~acquisition.~~Acquisition ~~These statements are based on management’s current expectations~~ and ~~are~~will ~~inherently subject~~not tobe ~~uncertainties~~responsible ~~and changes in circumstances. Among the factors that could cause actual results~~ to ~~differ~~anyone ~~materially from those described in the~~other ~~forward-looking~~than ~~statements~~GE ~~are~~for ~~factors~~providing ~~relating to satisfaction of~~ the ~~conditions~~ ofprotections ~~the~~afforded ~~acquisition, General Electric’s ability~~ to ~~successfully combine~~customers ~~the business~~ of GEGoldman ~~Medical~~Sachs ~~Systems~~International ~~and~~nor ~~Amersham and to realise expected~~for ~~synergies~~providing ~~from~~advice ~~the acquisition, and changes~~ in ~~global,~~relation political, economic, business, competitive, market and regulatory forces. More detailed information about certain of these factors is contained in General Electric’s and Amersham’s filings with the SEC. Neither General Electric nor Amersham undertakes any obligations to ~~update~~ the ~~forward-looking statements to reflect actual results~~Acquisition, or any ~~change~~matter inreferred ~~events, conditions, assumptions or other~~to ~~factors~~herein.

~~This document does not constitute an offer for sale of any securities or an offer or an invitation to purchase any such securities~~J.P. IfMorgan ~~and~~plc ~~when~~is ~~General Electric~~acting ~~commences~~exclusively ~~its acquisition~~ for Amersham ~~securities~~as ~~and~~joint ~~the~~financial ~~acquisition~~adviser isand ~~implemented~~no byone ~~way~~else ~~of a UK scheme of arrangement, any securities to be issued pursuant to the scheme of arrangement will not be registered under the Securities Act of 1933 but will be issued~~ in ~~reliance~~connection on the exemption provided by Section 3(a)(10) thereof and Amersham will furnish the acquisition document to the SEC under cover of a Form 6-K. If and when General Electric commences its acquisitions for Amersham securities and the acquisition is implemented by way of an offer rather than a scheme of arrangement, General Electric will file a Registration Statement relating to the offer with the ~~SEC.~~Acquisition ~~If General Electric files a Registration Statement with the SEC, it will contain a prospectus~~ and ~~other documents relating to the offer. Such prospectus and other documents~~ will ~~contain~~not ~~important~~be ~~information about General Electric, Amersham,~~responsible ~~the offer and related matters. Holders of Amersham securities who are US persons or who are located in the United States are urged~~ to ~~read~~anyone ~~such prospectus (if any) and~~ other ~~documents~~than ~~that would form part of such Registration Statement if and when it becomes available before they make any decision with respect to the offer. Holders of~~ Amersham ~~securities~~for ~~should~~providing ~~also read~~ the ~~related~~protections ~~solicitation/recommendation~~afforded ~~statement on Schedule 14D-9 that will be filed with the SEC by Amersham relating~~ to ~~the offer. Such prospectus~~ ~~and~~customers ~~any other relevant documents filed by General Electric and Amersham with the SEC will be available free~~ of ~~charge at the SEC’s web site at www~~J.~~sec~~P.~~gov and~~ ~~from~~Morgan ~~General~~plc ~~Electric.~~nor ~~These documents will also be available~~ for ~~inspection~~ ~~and~~providing ~~copying~~advice atin ~~the~~relation ~~public~~to ~~reference room maintained by~~ the ~~SEC at~~ ~~450 Fifth Street~~Acquisition, ~~N.W.,~~or ~~Washington,~~any ~~D.C.~~matter ~~20549,~~referred ~~US.~~to ~~For further information about the public reference room, call the SEC at +1 800 732 0330~~herein.

Morgan Stanley & Co. Limited is acting exclusively for Amersham as joint financial adviser and for no one else in connection with the Acquisition and will not regard any other person as a client in relation to the Acquisition and will not be responsible to anyone other than Amersham for providing the protections afforded to clients of Morgan Stanley & Co Limited nor for providing advice in relation to the Acquisition, or any matter referred to herein.

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Filing Compare · AMERSHAM PLC