Trifast Regulatory News (TRI)

21 Jun 2006 07:01

Trifast PLC21 June 2006 Issued by Citigate Dewe Rogerson Ltd, BirminghamDate: Wednesday, 21 June 2006 Embargoed: 7.00am Trifast plc Preliminary Results for the Year ended 31 March 2006 Year Year Ended Ended March March 2006 2005 Revenue £117.28m £103.82m Operating Profit £6.26m £6.05m(pre-goodwill, intangible amortisation, restructuring costsand one-off profit on sale of properties) Pre-tax profit £5.57m £5.76m(pre-goodwill, intangible amortisation, restructuring costsand one-off profit on sale of properties) Pre-tax profit £2.55m £6.14m Earnings per share 4.76p 5.67p Adjusted Diluted 1.85p 6.04p Diluted 1.86p 6.10p Basic Final dividend-proposed 1.48p 1.41p Total dividend for the year up 5.2% 2.21p 2.10p Strong positive operating cash flow (pre-debt repayment, restructuring costs andone-off profit on sale of properties) up from £5.12 million to £8.64 million Two strategic acquisitions: Serco Ryan (UK) and Keba Fastenings (Turkey) providea step change to our European business Integration of TR and Serco UK ahead of target and an annualised £2 millionremoved from the operating costs of the UK businesses Focus on new sales opportunities and margin improvement New China manufacturing facility now operational "Although it is still early, the year has started well. In the first 10 weeks ofthis new financial year, I am pleased to report that, whereas markets remaincompetitive and raw material price pressures continue, the Group is performingin line with expectations and we look forward to making further progress at theInterim." Anthony Allen, Chairman "This has been a year of significant change and development with new structures,strategic acquisitions, new markets and overall a positive outlook." Jim Barker, Chief Executive FULL STATEMENT ATTACHEDEnquiries:Jim Barker, Chief ExecutiveStuart Lawson, Group Finance Director Fiona TooleyTrifast plc Citigate Dewe RogersonToday: 020 7638 9571 (8.00am - 11.00am) Today: 020 7638 9571Mobile: 07769 934148 (JB) or 07765 253 895 (SL) Mobile: 07785 703523Thereafter: 01825 747366 Thereafter: 0121 455 8370Web-site: www.trifast.com -2- Trifast plc Preliminary Results for the year ended 31 March 2006 STATEMENT BY THE CHAIRMAN, ANTHONY ALLEN IntroductionThe year under review has been one where we have achieved a positive step changeto our structure and business, from which we will see the full benefits startingto flow through during the 2007 calendar year. These developments are covered infurther detail in the Operational and Financial Review. The Board is confidentthat the strategic actions taken during the 2005/2006 year being reportedclearly underpin and further secure the TR brand and its growing globalpresence. Following the successful acquisitions of Serco Ryan and then Keba, we now havethe resources to consolidate our UK position whilst also exploiting a number ofopportunities in Mainland Europe. Unlike our competitors, we are in a uniqueposition to be able to offer our customers first class, high quality servicethrough our own established well-managed R&D and manufacturing facilities in theFar East, which ensures that we remain competitive within both global anddomestic markets. During the year, as well as the positive step change to our operations, weexperienced mixed trading conditions which in particular impacted the businessin the third quarter. This being said, against a backdrop of economicinfluences, limited visibility and in some instances, deteriorating marketconditions in several of our market sectors, overall the business has performedwell and in line with management expectations, with a strong recovery in thefourth quarter. Financial Highlights Year Year Ended Ended March March 2006 2005 Turnover £117.28m £103.82m Operating profit £6.26m £6.05m(pre-goodwill, intangible amortisation, restructuring costsand one-off profit on sale of properties) Pre-tax profit £5.57m £5.76m(pre-goodwill, intangible amortisation, restructuring costsand one-off profit on sale of properties) Pre-tax profit £2.55m £6.14m Operating cash flow generated £8.64m £5.12m(pre-debt repayment, restructuring costs and one-off profiton sale of properties) Earnings per share Adjusted - diluted 4.76p 5.67p Diluted 1.85p 6.04p Basic 1.86p 6.10p Dividend Final 1.48p 1.41p Total 2.21p 2.10p Further details on the financial results are contained in the Business Review DividendIn line with our progressive dividend policy and our confidence in the business,the Directors are recommending an increased final dividend of 1.48 pence perordinary share (2005: 1.41 pence). This, together with the interim dividend of0.73 pence per share, makes a total for the year of 2.21 pence (2005: 2.10pence), an increase of 5.2% over 2005. continued... -3- The final dividend, which is subject to shareholder approval at the AnnualGeneral Meeting on 28 September 2006, will be paid on 18 October 2006, toshareholders on the Register as at 30 June 2006. The dividend cover, based on the Group's profits for dividends declared in theyear, is 2.98 times (2005: 3.88 times). PeopleAt the year end, the Group employed 1,152 people (2005: 944 people). On behalf of the Board, I welcome all new staff who joined us during the year.In a year where we have seen considerable change internally, which reflects acareful review of the structure required to drive forward our ambitiousstrategic plans, I would like to thank all of our people for their valued hardwork, support and commitment to the business. ProspectsThe work of the past twelve months has created a solid structure on which tobuild our future, and the Group is well placed to take advantage of newopportunities emerging in the European and Asian regions. Today, the structure of our business allows us to provide flexible solutionsthrough an enhanced level of service to our customers both at home and aroundthe world. We have strong management and operating teams, a good spread ofcustomers and sectors supported by a network with highly motivated andexperienced staff. The consolidation of Serco Ryan and TR is going well and we expect to be tradingfully under the TR brand by the Interim. We are confident that the on-goinginvestment across the business, coupled with the synergies, cost savings andcurrent sales opportunities identified will be reflected in the enlarged Group'ssales and margin performance in the coming period. Although it is still early, the year has started well. In the first 10 weeks ofthis new financial year, I am pleased to report that, whereas markets remaincompetitive and raw material price pressures continue, the Group is performingin line with expectations and we look forward to making further progress at theInterim. -4- Trifast plc Preliminary Results for the year ended 31 March 2006 OPERATING AND FINANCIAL REVIEWBy Jim Barker, Chief Executive and Stuart Lawson, Group Finance Director OverviewThis has been a year of significant change and development with new structures,strategic acquisitions, new markets and overall a positive outlook. In our Report last year we stated that a key part of our plan was to makestrategic acquisitions to enhance our growth and profits. We are very pleased toreport that this aim has been achieved with two exciting acquisitions. Firstly,in October 2005, Trifast bought Serco Ryan, a prestigious fastener company basedin the UK, followed in February 2006 by the acquisition of Keba FastenerSolutions, a privately owned company based in Turkey, offering excitingpossibilities for growth into Eastern Europe and the Middle East. Furtherdetails of these follow in the Report. We anticipated that our new Chinese manufacturing facility would come on lineduring the year. The facility in Suzhou is now operational, and will grow tofull capacity within the coming year. Our financial year 2005 started well, but increased material costs, high energyprices and end of life production lines prior to the local uptake of newwireless technology led to a flat Autumn. This situation was clarified at thetime of the Interim Results. However, importantly, the fourth quarter was inline with our original budgeted expectations, leading us to believe that thethird quarter figures were more an interruption to the profits growth shown inthe last four years than a marketplace trend. StrategyWe remain focused on becoming the premier brand in the European and AsianIndustrial Fastener Market. We will build on our strengths in research, development, design and productportfolio. We have in place our own low-cost, high quality manufacturingfacilities in the Far East, and our logistics operation is second to none in theFastener Market. We offer our customers exactly what they want and we candeliver it anywhere in the world. AcquisitionsSerco RyanIn October 2005, Trifast acquired Serco Ryan for a maximum consideration of£15.17 million and took on its debt of £1.83 million, a long established andwell respected fastener company with branches throughout the United Kingdom. Weare pleased to report that the synergies as indicated in our Circular dated 20September 2005 have now been achieved. The rationalisation of the branch networktogether with the merging of the purchasing and group support servicedepartments have started to deliver the anticipated cost reductions. Moreover, the combined presence of the two companies is beginning to produceresults in new sectors. Serco Ryan's former strengths in the boat building,railway industry and general building markets have combined well with Trifast'sstrengths in research and development, logistical prowess and its geographicalcoverage. Together with increased purchasing ability and the utilisation ofTrifast's manufacturing facilities in Asia this acquisition provides furtherexciting opportunities. continued... -5- Keba Fastening (Turkey)Just prior to the year end, Trifast further extended its presence in Europethrough the acquisition of Keba Fastening (Turkey) for a maximum considerationof US$2.20 million, of which US$1.20 million was paid on date of acquisition anda further US$1.00 million is due in 12 months, subject to performance criteria. Based in Istanbul, Turkey, Keba was founded in 2002 by two brothers Burak andCan Kutal. It sources the majority of products locally and, since becoming partof the TR Group, has established further supply partnerships through Trifast'sFar East operations. The business, which is now branded TR Keba, has developed a strong regionalcustomer base from the electronics and household appliances sectors. A productspecialist fastener business, it provides access to the dynamic markets ofTurkey and Eastern Europe and the opportunity to further leverage our Asiansupply chain. TR Keba has strong management and experienced staff who between them have awealth of knowledge and experience of the region which will support furtherexpansion of TR's geographic reach, whilst enhancing its product offering withinthis emerging market in the future. The former owners will continue to manage TR Keba on a day to day basis havingentered into contractual arrangements with the Group for a minimum of two years. In the year ended December 2005, TR Keba's revenues amounted to £1.05 millionproducing earnings before tax of £0.05 million. Net assets at the same date were£0.14 million. Although TR Keba is not anticipated to make a material contribution to the Groupuntil 2007, the Directors are confident that this business is well positioned toexploit and support some of the additional opportunities already identified inother emerging and developing markets within Eastern Europe and provideexcellent specialised product knowledge to the rest of the Group whilstbenefiting fully from the Asian manufacturing capabilities within the Group. Business ReviewIn the year under review, Group revenues from our continuing business were£117.28 million (2005: £103.82 million). TR EuropeRevenues totalled £93.01 million and included a five month revenue contributionfrom Serco Ryan of £12.66 million and £0.99 million of operating profits(pre-restructuring costs). As we reported at the Interim stage, our European market had been severelyimpacted by the substantial slow-down in the electronics and telecoms sector,which in H1 were down 16.6%. This reflected the reduction in volume whilst thesector was in a transitional stage, ahead of the introduction of new wirelesstechnologies. Although we have seen a subsequent improvement during the lastquarter, which has given us confidence, volumes were at much lower levels thanoriginally anticipated at the beginning of the year under review. We had anticipated that the full integration of Serco Ryan would be completed byMarch 2007. We are pleased to report that we are well ahead of target and haveachieved £2.00 million of annualised cost savings, including a reduction ofaround £0.60 million from stockholding across the Group, with a further £1.00million stock reduction expected to be achieved in the new financial year. TR France continues to be loss making, with a loss of £0.23 million (2005: £0.23million). This business has now been re-structured and, under new leadership,the Board expects it to return to monthly profits within the current financialyear. continued... -6- Asia and ChinaRevenues from our Asian operation were up 22% to £21.15 million and producedoperating profits of £4.02 million, up 14.8% on 2005. China, as widely reported, is one of the fastest growing markets. Our newmanufacturing operation in China is now operational following a short delay dueto local administration issues. It is key that the Group is represented in Chinato service this ever-growing economy. Our decision to invest here allows us tobe closer to our Chinese market, whilst also providing additional flexibility toour global accounts who are sourcing from this important region. Our Singaporean operation performed well in the period under review, despiteseeing some of its commodity priced business relocating to China. This is due tothe significant strength of our Singaporean operation in technical expertise andadded value. Our Taiwanese operation's major customers were formerly from within theautomotive industries in Europe and North America. During the year we changedthe emphasis of this business as it successfully secured solutions for morecomplex fixings for the construction and white goods industries. As a result, weexpect to deliver greater returns in the coming year. North AmericaMany of our larger customers have their HQ and design teams in the USA,therefore, Trifast's presence in this region gives us the opportunity to becomeinvolved in product design and to have our parts specified at an early stage. Our relatively small team in North America gains us much business, but mostlyelsewhere the world and especially in Asia. Whilst a presence in North Americais important to us for the above reasons we do not at present see our USAoperation as a major growth business. Consequently, we have decided to impair this investment by incurring a one-timegoodwill impairment of £0.79 million. This reflects the Board's views on thefuture earnings and cash generation specifically of the USA entity as a standalone operation in its own right. However, we will continue to maintain our presence in the USA in the areas ofengineering, product development and TR proprietary product sales. Reporting FormatThe format of the Consolidated Results for Trifast plc has been altered in thisyear's Report as a result of the conversion from UK Generally AcceptedAccounting Practice ("UK GAAP") to International Financial Reporting Standards("IFRS"). As our Results are reported for the first time in accordance with IFRS,comparative data has been restated. ResultsThis has been a tough year with operating profits being impacted by the dramaticweakness of sales in the period October 2005 through to December 2005 duringwhich time the impact on operating profits was £1.2m against budget. The lastquarter recovered to budgeted levels. Actions taken in the last four months haveseen a marked increase in monthly operating profits. The profits before tax, goodwill amortisation, restructuring costs and one-offprofits on sales of properties were £5.57 million (2005: £5.76 million). Therevenue grew to £117.28 million (2005: £103.82 million), with the growth comingfrom Asia (predominantly China) and the acquisition in October 2005 of SercoRyan. Profits before tax were £2.55 million (2005: £6.14 million), with £2.11million (2005: nil) of restructuring costs being charged as a result of themerger of our two key UK trading companies, TR Fastenings Ltd and Serco RyanLtd. continued... -7- The gross margin was 24.8% (2005: 26.0%), this having been impacted by the rawmaterial price increases, for example, we have seen brass prices up an averageof 45% in the last 12 months and the mix of business with some growth beingshown in some of the lower margin accounts. Since the restructuring, the marginhas increased towards prior year levels. Overheads remain under tight control and constant review, at £22.32 million(pre-goodwill, restructuring costs, IFRS adjustments and performance related payawards), representing 19.0% of revenue (2005: 19.0%). In the last quarter, anannualised figure of £2.00 million was removed from the Company's costspredominantly from the UK business following the merger of TR Fastenings andSerco Ryan. This will create a year-on-year saving next year of £1.50 million,with the full benefit coming in 2007/08. These restructuring cost savings wereas a result of the merger of our two companies and the resulting reduction inboth UK sites and headcount. We also continue to review and streamline ourmanagement structure in our European and American operations. Overall, we feel that the overhead percentage is reasonable, but still has somecapacity for improvement. Earnings per ShareWe are presenting an adjusted earnings per share measure that adds back theeffect of material restructuring costs, goodwill impairment and any related taxeffect. The adjusted earnings per share measure for 2006 is 4.76 pence (2005: 5.67pence), a decrease of 16.0%. The diluted weighted average number of sharesoutstanding at the period end was 77,639,682 (2005: 72,513,275). Basic earningsper share was 1.86 pence compared with basic earnings per share of 6.10 pence in2005. Financing and Working CapitalDuring the period, the Group successfully completed a Placing and Open Offer toraise £7.63 million (net of expenses). This involved the issue of 11,940,298 newshares taking the total shares in issue to 84,380,474. The Open Offer element ofthe issue represented 4,792,797 shares with the remainder being placed withfinancial institutions. The monies raised were used to part fund the acquisitionof Serco Ryan, with the remaining funds being raised in the debt market. As last year, cash generation from operating activities was strong with £8.64million (2005: £5.12 million) being generated before the cash impact ofrestructuring costs of £1.60 million, an increase of 69%. This is the result ofan increase in stock during the 2005 year of £2.82 million and a decrease instock during the current year of £1.10 million, this trend has continued in thenew year as we continue the tight stock control procedures and increased focuson stock turnaround across the Group. At the year end the Group held net cash of £6.25 million (2005: £3.62 million).Gross borrowings were £18.96 million (2005: £9.23 million), the increase beingdue to the part funding of the Serco Ryan acquisition and the full financing ofthe Keba (Turkey) Fastenings acquisition. This has resulted in increased gearinglevels from 15% in 2005 to 26% in 2006, a level at which the Board is still verycomfortable and still leaves the Group with the capacity to continue itsstrategy and to take advantage of the consolidating marketplace, should it sowish to. Of our £6.52 million gross cash balance at the year end, £4.16 million was heldin foreign currencies. As a Group, our policy is to monitor exchange rates andbuy or sell currencies in order to minimise our open exposure to foreignexchange risk but we do not speculate on rates. During the year, currencyfluctuations negatively impacted our turnover by £0.14 million and profits by£0.10 million, although not material, as a global Company in these times offluctuating exchange rates, we must continue to closely monitor and react to ourGroup currency exposures on a daily basis. Free cash flow, being cash flow before acquisitions, financing costs andrestructuring costs and one-off profits on sale of property proceeds for theGroup for 2006 was an inflow of £6.28 million (2005: £3.62 million). continued... -8- Net interest payable increased this year to £0.69 million (2005: £0.29 million)due to the increased loans taken out to fund the acquisitions. We continue toregularly review all of our loans, which are currently all at variable rates toensure that we are comfortable with the interest rate level and exposure tomovement. Net interest cover, on a pre restructuring costs and goodwill basis now standsat a comfortable 8 times (2005: 21 times). We continue to review our banking facilities on an Annual basis. The Board feelsthat the financing facilities available to us currently provide more thanadequate headroom for our current and foreseeable business requirements. The Board continues its policy to finance its current operations and futureexpansions through a combination of retained earnings and external financingraised principally by the parent Company, either in the debt or equity markets. EBITDA (pre-goodwill and restructuring costs) decreased slightly to £7.47million (2005: £7.70 million). Controls on working capital remain tight withdebtor days at 65 (2005: 63 days), some 15% better than our industry average.Creditor days remained constant at 69 days (2005: 69 days). The stock level at the year end was £25.10 million (2005: £21.60 million) which,allowing for £4.20 million stock acquired with Serco Ryan and Keba Fastenings,and the impact of currency movements of £0.60 million, resulted in an underlyingreduction in stock levels. This confirms the Group's push to improve netstock-turn which has improved during the period, a trend which has continuedinto the current period. This on-going reduction in stock levels has no affecton the required level of security to our managed account customers or levels ofproduct line stocks and is a reflection of overall better management and focusin this area. Capital expenditure continues to be closely monitored around the Group and isfocused on the areas of greatest future returns for us. During the period, theGroup spent £1.15 million (2005: £0.84 million) of which £0.3 million wasinvested into our new manufacturing facility in Suzhou, China. We expect afurther £0.6 million to be invested in this facility during the coming 12 monthswith other areas of investment remaining constant. Depreciation levels were£1.23 million (2005: £1.26 million); we also expect this level to remainrelatively constant for 2007. TaxationThe net tax charge for the year was £1.12 million (2005: £1.75 million) which,after adjusting for goodwill amortisation and impairment, timing differences (onUS losses not recognised as a deferred asset), impact of UK losses as a resultof the restructuring and withholding tax suffered within the Group, representsan effective tax rate of 21.2% (2005: 23.4%). This improvement is due to thelevel of one-time items. DividendThe Board continues to maintain its progressive dividend policy with a finaldividend per share of 1.48 pence (2005: 1.41 pence) being proposed, bringing thetotal for the year to 2.21 pence (2005: 2.10 pence), an increase of 5.2% on theprior year. PensionsTrifast predominantly operates Defined Contribution Pension Schemes and so hasnot had to report any valuation shortfalls. All scheme payments are up-to-dateand we see no financial exposure to the Group with these schemes. Adoption of International Financial Reporting Standards ('IFRS')We have applied IFRS, as adopted by the European Union, for the first time witheffect from 1 April 2005. The effect of the transition to IFRS on the financialinformation now being presented, including re-statement of comparatives andaccounting policies adopted, has not materially impacted the Group results. continued... -9- The key areas of change are: •The elimination of the charge for goodwill amortisation; •A charge to the Income Statement for the impact of share options; •The valuation of the intangible assets acquired with acquisitions. Overall, this has had a small negative impact on the Group's reported earningsfor 2005 and 2006, but has had no impact on the cash generation of the Group. Full details of the impact of the transition to IFRS are in the Report andAccounts for 2006. Other than the transition to IFRS, no other accounting policies have beenchanged during the year. Addition to the BoardFollowing the successful completion of the acquisition of Serco Ryan in October2005, Steve Auld, Managing Director of Serco Ryan, was appointed to the MainBoard of Trifast as an Executive Director with responsibility for the Group'soperations in Europe. Steve is working closely on the integration andconsolidation of Serco Ryan and Trifast operations. Steve and his team bringadditional technical expertise and sales capabilities to the Group, whichsignificantly strengthen the enlarged Group. Training and DevelopmentThis year saw the launch of the most exciting Training and Developmentinitiative in TR's history by establishing our first Sales Academy. This Academygives everybody in the organisation the opportunity to apply for a new careerwithin our external sales team. Out of 32 applications for the first Academy, 12individuals were selected for one month's intensive training at our Midlandsbase. The course was a mix of internal and external training and has enabled usto produce the new generation of highly motivated sales executives. Followingthe success of this initiative, Academies are currently being put together forour Logistic and Quality Departments, and a review of the training plans forPurchasing is being undertaken. In recognition of our new prestige training programmes, we have also launchedour own TR Vocational Qualifications as an endorsement of staff achievement anddevelopment. Corporate & Social ResponsibilityWe recognise that our social, environmental and ethical conduct has an impactupon our reputation. We take our Corporate Social Responsibilities ("CSR")seriously and are committed to implementing our policies and systems across theGroup. These include good ethical behaviour, concern for employee health &safety, care for the environment and community involvement. The Board takes ultimate responsibility for CSR and is committed to developingand implementing appropriate policies to create and maintain long-term value forshareholders. Sound Company ethics makes business sense by helping to minimiserisk, ensuring legal compliance, enhancing Company efficiency and buildingreputation among stakeholders. Our full CSR Report can be read on the Group's website www.trifast.com Business EthicsWe expect all of our business activities to be conducted in accordance with highstandards of ethical conduct and full compliance with all applicable nationaland international laws. We in turn, apply these standards to all dealings withcustomers, suppliers, employees and other stakeholders. Our code of Business Ethics and Responsible Behaviour provides a guide to theway we achieve our business goals, helping us to behave in an open and ethicalmanner. This extends to provisions for 'whistle-blowing' whereby employees mayreport suspected wrongdoings in confidence. Appropriate ethical behaviour isreviewed as part of the Group's performance appraisal process. continued... -10- We have extended this Code to our vendors/suppliers. This requires our keystrategic suppliers to work towards achieving, as a minimum, standards coveringsuch issues as the environment, employee health & safety and the prohibition ofchild labour. We are ensuring, through business reviews and visits, that our keysuppliers are in compliance, thereby encouraging good practice in our supplychain. We will do our utmost to contract only with sub-contractors or suppliers whothemselves adhere to international human rights and environmental laws andpractices. Trifast commits through review programmes to monitor the ethicalperformance of its key suppliers and to taking immediate steps in cases wherethe ethical performance of its key suppliers comes into question. Health & SafetyThe Managing Directors/General Managers appointed by the Board haveresponsibility for the health & safety and environmental performance of theiroperational areas. They are assisted by the Health & Safety Manager. Trifast iscommitted to meeting all relevant health & safety legislation, regulation andCodes of practices. The Group Health & Safety Policy places responsibility for the management ofhealth & safety on the individual business unit management who are supported byHealth & Safety Advisers where necessary. All business units provide employees with relevant comprehensive health & safetytraining and a written health & safety policy. The Managing Directors/General Managers ensure regular inspections and annualinternal audits of health & safety performance and also have regular designatedhealth & safety training. The Group's health & safety performance andsignificant risk exposures are reviewed regularly by management and the Board. EnvironmentGood environmental practice and the impact that our operations have on theenvironment are of great importance to Trifast. The main aim of Trifast'sEnvironmental Policy is to comply with all relevant legislation in all areas inwhich we operate and to adapt responsible environmental practices. We have established a process for monitoring legislation and acting upon itwhere necessary. Business units are required to comply with Group policy andlocal statutory regulations and are committed to setting their own environmentaltargets such as improving energy efficiency, reducing waste and increasingrecycling in conjunction with Group objectives. Several of our distribution sites have retained their IS014001 registrations;those that do not have this registration operate the processes required toachieve this. The majority of our units have IS09001 registration with severalsites operating QS9000. Group performance and risk reviews are undertaken via Management Review on aregular basis and reported directly to Jim Barker, Chief Executive who has MainBoard Responsibility for the Group's Environmental Risk Policy. EmployeesTrifast continues to aim at attracting, retaining and motivating the highestcalibre of employees within a structure that encourages their development andinitiative. Employees are provided with on-going learning and development opportunities thatare aligned to the Group's strategic and business units' objectives and formalpersonal development programmes operate where linked to the Group's objectives.All of these processes are reinforced with appropriate remuneration, incentiveand are on recognition systems. continued... -11- CommunityTrifast recognises the role local communities play in our businesses. We aspireto be a responsible partner in the communities in which we operate around theworld. We encourage all our businesses to support the particular needs of theircommunities by contributing to local charities and community initiatives. CommunicationsWe aim to maintain a productive and open dialogue with all interested parties inour business including shareholders, customers, suppliers and employees. We haveestablished customer relations, conduct customer satisfaction surveys, monitorand develop supplier performance and undertake regular employee surveys. Wemaintain our web-site as one of the main routes for providing information tointerested parties and for contacting us. The introduction of Works Councils throughout most of our European locations hasproved a positive mechanism for staff and management to work together to achievea constructive working environment that provides a good communication base toshare ideas and "Best Practice". -12- Trifast plc Preliminary Results Consolidated income statementfor year ended 31 March 2006 Note 2006 2005 £000 £000 Revenue 1 117,282 103,823Cost of sales (88,150) (76,816) --------------------Gross profit 29,132 27,007Other operating income 1 238 606Distribution expenses (3,774) (3,423)--------------------------------------------------------------------------------Administrative expenses before the following items: (19,339) (17,755)Goodwill impairment (786) -Intangible amortisation (121) (13)Restructuring costs (2,108) ---------------------------------------------------------------------------------Total administration costs (22,354) (17,768) Operating profit before financing costs 1 3,242 6,422Financial income 4 54 44Financial expenses 4 (743) (331) -------------------Net financing costs (689) (287) -------------------Profit before tax 2,553 6,135Taxation 2 5 (1,115) (1,751) -------------------Profit for the year (attributable to equityshareholders of the Parent Company) 1,438 4,384 ===================Earnings per shareBasic 10 1.86p 6.10pDiluted 10 1.85p 6.04p DividendsInterim paid of 0.73p (2005: 0.69p) 616 496Final proposed of 1.48p (2005:1.41p) 1,249 1,014 All amounts in the income statement are derived from continuing operations forthe current and prior year. 1 Other income for year end 2005 includes profit on disposal of buildings of£384,000 2 Of the total tax charge, foreign tax represents £1,164,000 (2005: £1,075,000): see note 5 -13- Trifast plc Preliminary Results Statements of recognised income and expensefor year ended 31 March 2006 Group Company Note 2006 2005 2006 2005 £000 £000 £000 £000 Foreign exchange translation 1,470 (19) - -differences Net gain / (loss) on hedge of netinvestment in foreign subsidiary 4 (47) - - ---------------------------------Net income recognised directly in 1,474 (66) - - equityProfit for the year 1,438 4,384 893 (1,727) ---------------------------------Total recognised income and expensefor 9 2,912 4,318 893 (1,727)the year ================================= -14- Trifast plc Preliminary Results Balance sheetsat 31 March 2006 Note Group Company 2006 2005 2006 2005 £000 £000 £000 £000 Non-current assets Property, plant and equipment 9,208 8,463 2,887 2,874 Intangible assets 24,591 11,098 29 41 Equity investments - 126 27,828 12,225 Deferred tax assets 573 471 - 9 -----------------------------------Total non-current assets 34,372 20,158 30,744 15,149 -----------------------------------Current assets Stocks 6 25,123 21,573 - - Trade and other receivables 30,070 22,042 3,807 3,770 Cash and cash equivalents 7 6,524 4,161 5,208 467 -----------------------------------Total current assets 61,717 47,776 9,015 4,237 -----------------------------------Total assets 1 96,089 67,934 39,759 19,386 ===================================Current liabilities Bank overdraft 7 272 539 1,513 1,377 Other interest-bearing loans and borrowings 8 3,008 1,814 1,764 672 Trade and other payables 24,404 18,642 1,033 915 Tax payable 365 921 - - Deferred consideration 2,562 - 2,562 - Provisions 242 - - - -----------------------------------Total current liabilities 30,853 21,916 6,872 2,964 -----------------------------------Non-current liabilities Other interest-bearing loans and borrowings 8 15,950 7,413 10,989 1,780 Provisions 1,215 214 - - Deferred tax liabilities 826 448 314 296 -----------------------------------Total non-current liabilities 17,991 8,075 11,303 2,076 -----------------------------------Total liabilities 1 48,844 29,991 18,175 5,040 ===================================Net assets 1 47,245 37,943 21,584 14,346 ===================================Equity attributable to equityholders of the parent Share capital 9 4,219 3,595 4,219 3,595 Share premium 9 11,873 4,598 11,873 4,598 Reserves 9 871 (603) 2,786 2,786 Retained earnings 9 30,282 30,353 2,706 3,367 -----------------------------------Total equity 47,245 37,943 21,584 14,346 =================================== These financial statements were approved by the board of directors on 20 June2006. -15- Trifast plc Preliminary Results Cash flow statementsfor year ended 31 March 2006 Note Group Company 2006 2005 2006 2005 £000 £000 £000 £000Cash flows from operatingactivitiesProfit for the year 1,438 4,384 893 (1,727) Adjustments for: Depreciation, amortisation and impairment 2,124 1,276 125 193 Financial income (54) (44) (186) (172) Financial expense 743 331 383 125 Gain on sale of property, plant and equipment and investments (24) (384) - (75) Dividends received - - (5,000) - Write-off investment - - 1,852 - Equity settled share-based payment expenses 121 108 84 57 Taxation 1,115 1,751 18 (60) ----------------------------------Operating profit before changes inworking capital and provisions 5,463 7,422 (1,831) (1,659) (Increase)/decrease in trade and other receivables (691) 368 (37) 208 Decrease)/(increase) in stock 1,073 (2,822) - - (Decrease)/increase in trade and other payables (50) 145 24 (594) Increase/(decrease) in provisions 1,243 (105) -- - ----------------------------------Cash generated from the operations 7,038 5,008 (1,844) (2,045) Tax paid (1,738) (1,680) - - ----------------------------------Net cash from operating activities 5,300 3,328 (1,844) (2,045) ----------------------------------Cash flows from investingactivities Proceeds from sale of property, plant and equipment 17 2,753 - 1,787 Interest received 52 44 186 172 Proceeds from sales of investments 144 - - - Acquisition of subsidiary, net of cash acquired 2 (16,719) (734) (14,892) - Acquisition of property, plant and equipment (1,150) (835) (126) (10) Dividend received - - 5,000 - ----------------------------------Net cash from investing activities (17,656) 1,228 (9,832) 1,949 ----------------------------------Cash flows from financingactivities Proceeds from the issue of share capital 9 8,274 5 8,274 5 Expenses for issue of share capital 9 (375) - (375) - Proceeds from new loan 11,200 11,200 - Repayment of borrowings (2,103) (2,234) (947) (680) Payment of finance lease liabilities - (3) - - Dividends paid 9 (1,630) (1,460) (1,630) (1,460) Interest paid (618) (326) (241) (125) ----------------------------------Net cash from financing activities 14,748 (4,018) 16,281 (2,260) ---------------------------------- Net increase in cash and cash equivalents 2,392 538 4,605 (2,356) Cash and cash equivalents at 1 April 2005 3,622 3,075 (910) 1,446 Effect of exchange rate fluctuations on cash held 238 9 - - ----------------------------------Cash and cash equivalents at 31March 2006 7 6,252 3,622 3,695 (910) ================================== -16- Trifast plc Preliminary Results NOTES1. Segmental analysisSegment information, as discussed above, is presented in the consolidatedfinancial statements in respect of the Group's geographical segments. Thisreflects the Group's management and internal reporting structure. Inter-segment pricing is determined on an arm's length basis. Segment results, assets and liabilities include items directly attributable to asegment as well as those that can be allocated on a reasonable basis. Segment capital expenditure is the total cost incurred during the period toacquire segment assets that are expected to be used for more than one period. Geographical segmentsThe Group is comprised of the following main geographical segments: • Europe: includes UK, Norway, Sweden, France, Hungary, Southern Ireland, Holland and Turkey • Asia: includes Malaysia, China, Singapore and Taiwan • America: includes Los Angeles, Phoenix and Mexico In presenting information on the basis of geographical segments, segment revenueand segment assets are based on the geographical location of our entities acrossthe world. Segment revenue and result under primary reporting format are disclosed in thetable below: Europe Asia America Central Group 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000Revenue * Revenue fromexternalcustomers 93,008 83,528 21,150 17,320 3,124 2,975 - - 117,282 103,823 Inter segmentrevenue 5,044 4,751 4,033 3,879 38 145 - - 9,115 8,775 ---------------------------------------------------------------------------------------Total 98,052 88,279 25,183 21,199 3,162 3,120 - - 126,397 112,598revenue ======================================================================================= Segmentresultbefore items 4,088 4,760 4,022 3,505 (232) (189) (1,621) (1,641) 6,257 6,435listedbelow Goodwillimpairment - - - - (786) - - - (786) - Intangibleamortisation (121) (13) - - - - - - (121) (13) Restructuringcosts (2,108) - - - - - - - (2,108) - ---------------------------------------------------------------------------------------Operatingprofit/(loss)before 1,859 4,747 4,022 3,505 (1,018) (189) (1,621) (1,641) 3,242 6,422financingcosts Net financingcosts (689) (287) ----------------Profit onordinaryactivitiesbeforetaxation 2,553 6,135 Taxation (1,115) (1,751) ----------------Profit forthe 1,438 4,384year ================ Assets andLiabilities Segment 67,951 42,729 24,056 20,322 2,052 2,383 2,030 2,500 96,089 67,934assets Segmentliabilities 26,959 15,809 9,997 10,075 219 303 11,669 3,804 48,844 29,991 ----------------------------------------------------------------------------------------Segment netassets/(liabil 40,992 26,920 14,059 10,247 1,833 2,080 (9,639) (1,304) 47,245 37,943ities) ======================================================================================== * Of the Asian external turnover, £5.4 million was sold into the American marketand £2.6 million sold into the European market. There was no material difference in the European and American Regions betweenthe external revenue based on location of the entities and the location of thecustomers. Revenue is derived solely from the manufacture and logistical supply ofindustrial fasteners and category 'C' components continued... -17- Europe Asia America Central Group 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 Cashflows Operating activitiesSegmentcashflow 5,165 4,453 1,813 865 181 65 (1,859) (2,055) 5,300 3,328 Investing activitiesSegmentcashflow (2,050) 635 (580) (1,182) (27) (9) (14,999) 1,784 (17,656) 1,228 Financing activitiesSegmentcashflow (1,513) (1,696) (8) (61) (12) - 16,281 (2,261) 14,748 (4,018) Capital expenditureSegment 239 328 758 488 27 9 126 10 1,150 835 2. Acquisitions of subsidiariesOn 13 October 2005, the Company acquired all the shares in Serco-Ryan Limitedfor £15.17 million (net of fees), satisfied in cash and deferred consideration.The company distributes fasteners, cutting tools and industrial consumables. Inthe five and a half months to 31 March 2006 the subsidiary contributed netprofit before restructuring costs of £0.99 million to the consolidated netprofit for the year. If the acquisition had occurred on 1 April 2005, Grouprevenue would have been approximately £135.00 million and net profit beforerestructuring costs and Goodwill impairments would have been approximately £6.35million. Effect of acquisitionThe acquisition had the following effect on the Group's assets and liabilities. Acquiree's Fair value Carrying book adjustments amounts values £000 £000 £000Acquiree's net assets at the acquisition date:Property, plant and equipment 632 (124) 508 Intangible assets - 2,090 2,090 Deferred tax liability on intangibleasset - (627) (627) Stocks 4,220 (168) 4,052 Trade and other receivables 6,839 (470) 6,369 Overdraft (1,831) - (1,831) Trade and other payables (5,022) (21) (5,043) Deferred tax asset - 347 347 ---------------------------------Net identifiable assets and liabilities 4,838 1,027 5,865 =================================Goodwill on acquisition 10,288 ------- Consideration paid (Including fees of£984,000), Satisfied/to be satisfied incash 16,153 Overdraft acquired 1,831 Consideration deferred (2,000) -------Net cash outflow 15,984 ======= Goodwill is the excess of the purchase price over the fair value of the nettangible and intangible assets acquired and is not deductible for tax purposes.It represents the value of the workforce acquired and the future synergisticbenefits of the combination of Serco Ryan Ltd and TR Fastenings Ltd. The company issued 11,940,298 5p ordinary shares for a consideration of £8.00million (£7.63 million net of expenses). continued... -18- On 1 February 2006, the Company acquired all the shares in Keba Ltd (Turkey) fora maximum consideration of £1.24 million, satisfied in cash of £0.68 million atdate of acquisition and deferred consideration of £0.56 million payable inFebruary 2007 subject to performance criteria. The company distributesFasteners. In the 2 months to 31 March 2006 the subsidiary contributed netprofit of £0.05 million to the consolidated net profit for the year. If theacquisition had occurred on 1 April 2005, Group revenue would have beenapproximately £118.00 million and net profit before restructuring costs andGoodwill impairment would have been approximately £5.51 million. Effect of acquisitionThe acquisition had the following effect on the Group's assets and liabilities. Acquiree's Fair value Carrying book adjustments amounts values £000 £000 £000Acquiree's net assets at the acquisition date:Property, plant and equipment 39 - 39 Stocks 29 - 29 Trade and other receivables 340 - 340 Cash and cash equivalents 4 - 4 Interest-bearing loans and borrowings (49) - (49) Trade and other payables (283) - (283) ---------------------------------Net identifiable assets and liabilities 80 - 80 ======================Goodwill on acquisition 1,221 ------- Consideration paid (Including legal feesof £64,000), Satisfied/to be satisfiedin cash 1,301 Cash acquired (4) Consideration deferred (562) -------Net cash outflow 735 ======= Goodwill is the excess of the purchase price over the fair value of the nettangible assets acquired and it is not deductible for tax purposes. Itrepresents the value of the workforce acquired and the future synergisticbenefits of the combination of Keba Ltd and the Trifast Group. The potentialcustomer and supply relationships were not deemed significant enough to meet thecriteria for recognition as an intangible asset at the date of acquisition. Group net cash outflow 2006 2005 £000 £000Cashflows from investing activitySerco Ryan Ltd (acquisition) 15,984 -Keba Ltd (acquisition) 735 -Final deferred consideration payment SFE - 734 ----------------------- 16,719 734 ======================= 3. Expenses and auditors' remunerationIncluded in profit for the year are the following: 2006 2005 £000 £000Depreciation and amortisation 1,338 1,276Impairment loss on goodwill 786 -Increase in provisions 499 60Restructuring costs expensed as incurred - included inadministrative expenses 2,108 - ===================== continued... -19- Auditors' remuneration: 2006 2005 £000 £000 Group - audit (including additional IFRS audit work) 250 201 - services relating to taxation 61 58 - other services 26 28 Company - audit 43 42 ===================== Auditors' remuneration for services relating to corporate finance transactionsof £267,000 (2005: Nil) have been included in the consideration paid onacquisition of subsidiaries. 4. Financial income and expense 2006 2005 £000 £000Interest income 54 44 ====================Interest expense 743 331 ==================== 5. TaxationRecognised in the income statement 2006 2005 £000 £000Current UK tax expenseCurrent year 26 778Double taxation relief (26) (17)Adjustments for prior years (39) 11 --------------------- (39) 772 ---------------------Current tax on foreign income for the period 1,199 1,085Adjustments for prior years (35) (10) --------------------- 1,164 1,075 ---------------------Total current tax 1,125 1,847Deferred tax expenseOrigination and reversal of temporary differences 9 (25)Adjustments for prior years (19) (71) --------------------- (10) (96) ---------------------Total tax in income statement 1,115 1,751 ===================== Reconciliation of effective tax rate and tax expense 2006 ETR 2005 ETR £000 % £000 %Profit before tax 2,553 6,135 ======== ========Tax using the UK corporation tax rate of 30%(2005: 30%) 766 30 1,840 30Goodwill impairment 236 9 - -Non-deductible expenses 516 20 254 4Deferred tax assets not recognised 193 8 108 2Different tax rates on overseas earnings (503) (20) (381) (6)Over provided in prior years (93) (4) (70) (1) ---------------------------------Total tax in income statement 1,115 43 1,751 29 ================================= continued... -20- 6. Stocks Group 2006 2005 £000 £000Raw materials and consumables 860 827Work in progress 663 447Finished goods and goods for resale 23,600 20,299 ---------------------- 25,123 21,573 ====================== Stocks to the value of £435,000 were written-off and recognised as expense inthe year (2005: £178,000). The Group consignment stock held from suppliers at the year-end, which was notincluded on the balance sheet, was £12,000 (2005: £10,000). 7. Cash and cash equivalents/ bank overdrafts Group Company 2006 2005 2006 2005 £000 £000 £000 £000Cash and cash equivalents per balancesheet 6,524 4,161 5,208 467Bank overdrafts per balance sheet (272) (539) (1,513) (1,377) --------------------------------------Cash and cash equivalents per cash flowstatements 6,252 3,622 3,695 (910) ====================================== Overdrafts are secured by an unlimited multilateral guarantee between the UKtrading companies. 8. Other interest-bearing loans and borrowingsThis note provides information about the contractual terms of the Group andCompany's interest-bearing loans and borrowings. Current Non-CurrentCompany Rate Maturity 2006 2005 2006 2005 £000 £000 £000 £000 Acquisition Libor + 2007 76 69 38 103S$2.15m 0.95% Acquisition Libor + 2008 199 182 299 457S$3.45m 0.95% Acquisition £1.95m Libor + 2008 195 195 293 487 0.90% Acquisition SEK30m Libor + 2007 222 226 499 733 0.95% Acquisition £11.2m Libor + 2012 1,072 - 9,860 - 0.91% ---------------------------------- 1,764 672 10,989 1,780 ----------------------------------Other GroupAcquisition Libor + 2011 1,167 1,071 4,951 5,616$21.78m 0.80% Funding $0.25m Sibor + 2% 2006 69 63 - - Funding $0.10m Fixed 8% 2009 8 8 10 17 ----------------------------------- 1,244 1,142 4,961 5,633 ----------------------------------- ===================================Total Group 3,008 1,814 15,950 7,413 ===================================The majority of the bank loans included in the table above are secured by anunlimited multilateral guarantee between the UK trading companies. continued... -21- 9. Capital and reservesReconciliation of movement in capital and reserves - Group Share Share Translation Revaluation Retained Total capital premium reserve reserve Earnings equity £000 £000 £000 £000 £000 £000Balance at 1April 2004 3,594 4,594 (1,002) 652 27,134 34,972 Totalrecognisedincome andexpense - - (66) - 4,384 4,318 Issue of 1 4 - - - 5shares Equity-settledshare basedpaymenttransactions - - - - 108 108 Realisation ofproperty gainsof previousyear - - - (187) 187 - Dividends - - - - (1,460) (1,460) ---------------------------------------------------------------Balance at 31March 2005 3,595 4,598 (1,068) 465 30,353 37,943 ===============================================================Balance at 1April 2005 3,595 4,598 (1,068) 465 30,353 37,943 Totalrecognisedincome andexpense - - 1,474 - 1,438 2,912 Issue ofshares 624 7,650 - - - 8,274 Share issueexpenses - (375) - - - (375) Equity-settledshare basedpaymenttransactions - - - - 121 121 Dividends - - - - (1,630) (1,630) ----------------------------------------------------------------Balance at 31March 2006 4,219 11,873 406 465 30,282 47,245 ================================================================ Reconciliation of movement in capital and reserves - Company Share Share Merger Revaluation Retained Total capital premium reserve reserve earnings parent equity £000 £000 £000 £000 £000 £000 Balance at 1April 3,594 4,594 2,393 580 6,309 17,4702004 Total recognisedincome and - - - - (1,727) (1,727)expense Issue of shares 1 4 - - - 5 Equity-settledshare basedpaymenttransactions - - - - 58 58 Realisation ofproperty gains ofprevious year - - - (187) 187 - Dividends - - - - (1,460) (1,460) ------------------------------------------------------------Balance at 31March 2005 3,595 4,598 2,393 393 3,367 14,346 ============================================================Balance at 1April 3,595 4,598 2,393 393 3,367 14,3462005 Total recognisedincome and - - - - 893 893expense Issue of shares 624 7,650 - - - 8,274 Share issueexpenses - (375) - - - (375) Equity-settledshare basedpaymenttransactions - - - - 76 76 Dividends - - - - (1,630) (1,630) ------------------------------------------------------------Balance at 31March 2006 4,219 11,873 2,393 393 2,706 21,584 ============================================================ continued... -22- Share capital Ordinary sharesIn thousands of shares 2006 2005On issue at 1 April 71,892 71,882Issued for cash 12,488 10 -------------------------On issue at 31 March - fully paid 84,380 71,892 ========================= 2006 2005 £000 £000AuthorisedOrdinary shares of 5p each 5,000 5,000 ========================Allotted, called up and fully paidOrdinary shares of 5p each 4,219 3,595 ======================== During the year 548,207 ordinary shares of 5p were issued upon the exercising ofEmployee Share Options. 546,246 were granted on 1 October 2002, at an exerciseprice of £0.50 per share and 1,961 were granted on 1 October 2003 at an exerciseprice of £0.60. The holders of ordinary shares are entitled to receive dividends as declaredfrom time to time and are entitled to one vote per share at meetings of theCompany. During the year the Company issued 11,940,298 5p ordinary shares for aconsideration of £8m, settled in cash. Translation reserveThe translation reserve comprises all foreign exchange differences arising fromthe translation of foreign operations, as well as from the translation ofliabilities that hedge the Company's net investment in foreign subsidiaries. Dividends 2006 2005 £000 £000Final paid 2005 - 1.41p (2004: 1.34p) per qualifyingordinary 1,014 964share Interim paid 2006 - 0.73p (2005: 0.69p) per qualifyingordinary share 616 496 ------------------ 1,630 1,460 ================== After the balance sheet date dividends of 1.48p per qualifying ordinary share(2005: 1.41p) were proposed by the directors. These dividends have not beenprovided for. 10. Earnings per share Basic earnings per shareThe calculation of basic earnings per share at 31 March 2006 was based on theprofit attributable to ordinary shareholders of £1,438,000 (2005: £4,384,000)and a weighted average number of ordinary shares outstanding during the yearended 31 March 2006 of 77,516,115 (2005: 71,890,674), calculated as follows: Weighted average number of ordinary shares 2006 2005 Issued ordinary shares at 1 April 71,891,969 71,882,322Effect of shares issued 5,624,146 8,352 -----------------------Weighted average number of ordinary shares at 31March 77,516,115 71,890,674 ----------------------- continued... -23- Diluted earnings per shareThe calculation of diluted earnings per share at 31 March 2006 was based onprofit attributable to ordinary shareholders of £1,438,000 (2005: £4,384,000)and a weighted average number of ordinary shares outstanding during the yearended 31 March 2006 of 77,639,682 (2005: 72,513,275), calculated as follows: Weighted average number of ordinary shares (diluted) 2006 2005 Weighted average number of ordinary shares at 31March 77,516,115 71,890,674 Effect of share options on issue 123,567 622,601 ----------------------Weighted average number of ordinary shares (diluted)at 31 March 77,639,682 72,513,275 ---------------------- 2006 2005 EPS EPS Earnings Basic Diluted Earnings Basic DilutedProfit for thefinancial year 1,438 1.86p 1.85p 4,384 6.10p 6.04p Adjustments: Goodwill Impairment 786 1.01p 1.01p - - - Restructuring costs 2,108 2.72p 2.72p - - - Profit on disposal of fixed assets - - - (384) (0.53p) (0.53p) Tax charge on adjusted items (632) (0.82p) (0.82p) 115 0.16p 0.16p--------------------------------------------------------------------------------Adjusted earningsand EPS 3,700 4.77p 4.76p 4,115 5.73p 5.67p================================================================================ The 'Adjusted diluted' earnings per share is detailed in the above table. In theDirectors' opinion, this best reflects the underlying performance of the Groupand assists in the comparison with the results of earlier years. 11. The financial information in this announcement which was approved by theBoard of Directors and does not constitute the Company's statutory accounts forthe years ended 31 March 2005 or 2006 but is derived from those accounts.Statutory accounts for 2005 have been delivered to the Registrar of Companiesand those for 2006 will be delivered following the Company's Annual GeneralMeeting. The auditors have reported on those accounts; their reports wereunqualified and did not contain statements under Section 237(2) of the CompaniesAct 1985. This preliminary announcement has been prepared in accordance with theaccounting policies adopted under IFRS. The disclosures required by IFRS 1"first-time adoption" of International Financial Reporting Standards" concerningthe transition from UK GAAP can be found in our interim report for 2005, a copyof which can be found on our website www.trifast.com. 12. This statement is not being posted to shareholders. The Report & Accountsfor the year ended 31 March 2006 will be posted to shareholders in July 2006.Further copies will be available from Nicky Kember at the Company's RegisteredOffice: Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW. 13. The Annual General Meeting will be held on 28 September 2006 at 12.00 noon,at the Company's Registered Office as above. This information is provided by RNS The company news service from the London Stock Exchange