Trifast Regulatory News (TRI)

Trifast plc

("Trifast" "TR" "Group" "Company")

Preliminary Results for the year ended 31 March 2012

"Results ahead of market expectations - solid improvement in earnings sees

Trifast return to the Dividend stream"

Key Financials

Ø Revenue

Ø Underlying Pre-Tax Profit*

Ø Earnings per Share:

Ø Strong Balance sheet and cash generation

Ø Net debt £8.41 million, Gearing 15.7%

Key Commercials

Ø Self-help solid improvement across the core TR business with all territories trading profitably

Ø Successful US restructuring with new Houston hub trading profitably

Ø PSEP integrating well into the Group and trading in line with management expectations

Ø Significant Global contract wins across the network

Ø TR awarded preferred supplier status and "Lear Corporation Global Supplier Award"

Ø Profit reflected in cash a major KPI across all 21 business units

Ø A "World of Opportunity" in fragmented market and TR's next three year strategic plan is underway

"We are now focused and working through this current financial year with an even higher degree of confidence in our ability to further accelerate our growth going forward into 2013 and 2014. Underpinning our confidence in the future of the business, the Board are recommending the re-introduction of a dividend. As all of our business teams continue to trade profitably; Our enquiry log for major new business opportunities remains busy across all three main Continents we serve - and sectors, mainly in Electronics and Automotive. We look forward to updating stakeholders throughout the year on our progress."

Malcolm Diamond MBE, Executive Chairman & Jim Barker, Group Chief Executive

Trifast's trading business TR Fastenings is a leading international manufacturer and distributor of industrial fastenings to the assembly industries, with operations in Europe, the Americas and Asia. For more information, please visit www.trfastenings.com. Follow us: Twitter: www.twitter.com/trfastenings: Facebook: www.facebook.com/trfastenings: LinkedIn: www.linkedin.com/company/tr-fastenings

Trifast plc

Preliminary Results for the year ended 31 March 2012

JOINT STATEMENT BY MALCOLM DIAMOND MBE, EXECUTIVE CHAIRMAN AND JIM BARKER, CHIEF EXECUTIVE

Introduction

Whilst global recovery continues to be reliant on overall economic and customer confidence getting stronger, the Group has focussed on its 'self-help' objectives which has produced a solid improvement in both sales and profitability, giving us a stronger platform to continue to build upon our stated strategic objectives. Our business objectives remain,- committed to margin enhancement whilst continuing to focus on maximising growth opportunities through both TR's transactional and global sales strategy and acquisition strategy.

Three years on .........and a "World of Opportunity ahead"

The end of this financial year was a significant time for us both, as it marked the three-year milestone since our return to Trifast as a working partnership of Chairman and CEO in March 2009.

Looking back provides a stark yet encouraging contrast between the status and financial health of the Company in 2009 compared to 2012, maybe not quite "rags to riches", but more "doomed to dynamic", and we are now focused and working through this current financial year with an even higher degree of confidence in our ability to further accelerate our growth going forward into 2013 and 2014.

Clearly, the 2011 year brought us and many other businesses major challenges from the impact of the Japanese Tsunami and earthquakes, the flooding in Thailand, and the nervousness from the Eurozone sovereign debt, all of which for TR adversely impacted global demand for our components, yet we still exceeded our profit growth target as a Group. We believe that this performance is much more attributable to the resilience, energy and skill of our management and staff around the world than to perhaps over conservative budgeting by the Board.

The global market for fasteners and related components for assembly is so vast that Trifast's revenue is barely measurable in terms of penetration, yet the market is more fragmented than ever before as many major Western corporations have downsized to reduce cost in recent years.

This has revealed opportunities for smaller more flexible players such as Trifast to become "strategic consolidators" where synergy savings provide attractive returns - especially with low cost/high technology manufacturers predominantly to be found in Asia.

As we report on our performance over the year 2011/12, we are mindful that looking ahead your Board clearly sees a "World of opportunity ahead".

Stakeholder Value

In what is perceived as an increasingly competitive market it is very easy for suppliers to slip into what we term "over compliance", where more added value is provided to customers for less volume or revenue in return. This develops from either fear of losing the customer to a competitor or from the promise by customers of gaining additional business if existing transactions are made more attractive. These concessions invariably come from the sales team where the cost and danger of customer compliance is rarely recognised - mainly because financial training and awareness is not normally provided by management to their sales personnel.

This "knowledge gap" has now been remedied at TR Fastenings with team and one-to-one commercial training and mentoring, to the extent that now when new enquiries and orders are evaluated at the time of receipt then our internal processes receive more focus and debate than the actual revenue. Logistics contracts (VMI), both new and existing, are scrutinised to effect maximum efficiency with regard to product stock levels, packaging, delivery cycles, administration, customer contact frequency etc. in order to ensure that our customer receives optimum service and value without eroding what is normally a competitively narrow margin when the contract is up and running. This very professional approach combined with our strategic vendor development programme and new global sourcing initiatives has created the ability to achieve our margin improvement targets during the year under review.

However, this is not a "one-off" phase that we have gone through, but a permanent culture of "value focus" that is reinvigorated at regular intervals by senior management as a matter of routine. It is no accident that the only bonus schemes within the Group are efficiency based and that there is a total absence of revenue driven commission schemes. We believe that this will enable us to deliver best value on behalf of all our stakeholders.

Operational "Smoothing"

Our on-going margin improvement strategy is focused not only upon better transactional volumes and buying levels but also on reducing fixed superfluous overhead costs along with operational "continuous improvement" in process efficiencies.

Material savings have been identified and part achieved over the past year by renegotiating onerous property leases in the Midlands and Scotland and also on freight contracts for imports plus a significant reduction in our UK van fleet - even with the growth in UK sales revenue.

Meanwhile, our UK and mainland European-based procurement and sourcing teams are working with key suppliers on a major initiative to rationalise and standardise incoming product packaging sizes and specifications. This is a longer term project that will provide material benefits to the indirect costs of handling goods inwards, warehouse storage, order picking and subsequent customer deliveries.

The introduction of the UK based TR Direct business model in June 2011, plus the improved focus on TR Branded product sales to UK based OEMs has necessitated an overhaul of our external sales structure, to the extent that we now have a smaller team of more specialised representatives that report directly to the TR Direct and TR Branded product managers rather than, as before, to regional general managers. We are now witnessing improved sales dynamics as a result.

Until early 2011, like many organisations, Group marketing operated separately from Group sales; however, as we strive to maximise "joined up thinking" within a "lean management structure" charged with ambitious growth targets, these two functions are now working in close harmony with a sharpened focus on both internal and external messaging. One tangible benefit has been a major overhaul of the TR website to make it much more sales orientated and "user friendly".

In the Autumn of 2011, we addressed the need to simplify our strategy in the USA by switching our TR Branded product sales through a US-based commission agency in Massachusetts; consequently we closed our own distribution and sales facility near Boston during March 2012. All stock is now held in our new distribution hub established in Houston from where all sales and marketing is aimed predominantly at the major multinational electronics OEMs headquartered in the USA - many of whom we already supply in Europe and Asia.

We started this new financial year with TR Fastenings Inc.(USA) poised to develop into a meaningful contributor to Group revenue and profits following this strategic re-alignment.

Partnership working with customers is recognised and awarded

In March 2012, we were delighted to be recognised by Lear Corporation, a Fortune 500 Company with 207 locations globally. We were presented with their prestigious "Lear Supplier of the Year" Award in Detroit. This has opened up opportunities to us across the Lear Corporation as we are recognised as a global preferred supplier.

The winning formula was created by a dedicated TR team, attention to quality, all backed up by technical support and TR Manufacturing capability. We have received a number of awards, but this success we strongly believe is capable of being replicated with other multinationals we are currently working with or targeting.

Phase Three: Organic Growth + Niche Acquisitions

Prior to entering this financial year being reported upon, we indicated that organic growth, whilst being reliably predicted, would fail to provide sufficient return to our loyal and patient shareholders going forward, and with opportunities for consolidation within a fragmented global fastener sector, your Board made an open commitment to seek "value-add niche acquisitions to further strengthen the Group".

As broadly documented at the end of 2011, the acquisition of Power Steel and Electro-Plating Works Sdn. Bhd. ("PSEP") in Malaysia has fulfilled all the key criteria to help broaden TR's manufactured product range, especially within the Automotive assembly sector, whilst clearly demonstrating its strength of earnings. We are happy to confirm that the integration process has been successfully achieved principally thanks to the efforts and commitment of both TR's team and our new colleagues from Power Steel.

It is the Board's conclusion that the PSEP acquisition provides an encouraging foundation start to further expansion of the Group's manufacturing expertise and resources; therefore, it is indicative that our "Phase Three" strategic plan has a life expectancy beyond our initial three-year recovery plan instigated when we returned to the business.

Our People

On behalf of the Main Board and all stakeholders, we would like to welcome all new members of staff across the globe. All our people are to be congratulated for their hard work and dedication ensuring that we attain our aspirations as a business - your Directors have all received tremendous support and dedication from the staff and their operational management teams, these are the people who are striving to deliver our plans and the improving performance for the benefit of all stakeholders. Once again, we look forward to working with them to deliver our next strategic three-year plan.

Management Structure

Having completed our three year return to Trifast, what happens to the Board and indeed the two of us as we reach this juncture?

Today, it is our operational group and country management that now deliver the ever improving performance of the Trifast business model which now has reduced the day-to-day dependence on the CEO and Chairman's input at operational level. This satisfying outcome gives substantial strength to the Executive team allowing us to focus on driving the acquisition strategy, as we see Trifast as having the skills, capability and desire to at least double in size. This goal coincides with the fact that the global fastener market is highly fragmented with many opportunities for profitable consolidation and although current worldwide economic nervousness exists, it is a fact that our market is still growing.

These three circumstances have convinced us both to set a second three-year plan that targets realistic organic growth that is hugely reinforced with meaningful acquisitions - mainly, we believe, to be high tech/low cost niche manufacturers.

For this reason and for as long as we can add shareholder value, your Chairman and CEO will continue at Trifast to drive this second three-year plan that aims to grow the business considerably to be in a position of market strength.

"Under promise - over deliver"

From Trifast's flotation in 1994 to the Millennium, the business developed a solid reputation for consistently outperforming market consensus, and with our recovery since 2009, we are hopeful that our "Under promise-over deliver" reputation is being restored.

Returning to the Dividend Stream

Underpinning our confidence in the future of the business, the Board are recommending the re-introduction of a dividend, subject to shareholder approval at the Annual General Meeting in September and we look forward to restoring a solid progressive dividend policy over the coming years.

Current Trading

At the time of writing (18 June 2012), as all of our business teams continue to trade profitably we have been very encouraged by the accuracy of our growth forecasting so far this current financial year. Our enquiry log for major new business opportunities remains busy across all three main Continents we serve - and sectors, mainly in Electronics and Automotive. We look forward to updating stakeholders throughout the year on our progress.

18 June 2012

FINANCE REVIEW BY MARK BELTON, GROUP FINANCE DIRECTOR

The traditional TR business has performed well and through a focus on margin and 'self-help' applications has returned a creditable result despite natural disasters and external influences affecting the global economies and commercial marketplace. Added to the solid organic performance of TR, the integration of Power Steel and Electro-Plating Works Sdn. Bhd. ("PSEP"), acquired at the end of last year continues to progress on plan; as a combined business we have a number of exciting opportunities ahead.

An Operational Business Review of the year ended March 2012 has been set out in the Joint Chairman's and CEO Statement.

Revenue

Overall, Group Revenue year-on year was 6.1% up on the previous year at £112.51 million; this included a contribution of £3.56 million from our Malaysian acquisition, PSEP completed in December 2011, leaving organic revenue growth at the existing TR operations at a solid 2.7%. This demonstrates a good all-round reported performance, and was achieved against a softening in demand in our Q3 period when we witnessed a mix of customer de-stocking in Europe/USA on the back of on-going EuroZone concerns, and customer schedule changes in Asia following the Thai floods that occurred in September 2011. However, the last quarter of the financial year (Q4) saw a return to more encouraging volumes and sales, and we completed the year with a strong performance.

The Group's key regions can be analysed as follows:

¹includes PSEP acquisition

The key driver of growth in the year was the Europe/USA region which grew by 9.8%. Holland and Hungary saw the largest growth with a number of new automotive contracts secured in Holland and wins from the electronics sector in Hungary. As previously discussed, overall growth in the Asian territories was affected by the Thai floods and the Japanese Tsunami and so it was pleasing to see that organically (excluding the acquisition of PSEP) this Region still grew marginally by 0.4%.

Whilst Revenue growth is important to the business, one of our key drivers remains the focus on quality of earnings and margin enhancement.

Adjusted pre-tax profit operating margins

The underlying operating result between the TR represented regions can be analysed as follows:-

¹includes PSEP acquisition

The Management is very pleased to report a 32.6% increase in profitability to £5.00 million (before separately disclosed items). It is also satisfying to report that the Group's underlying organic pre-tax profit (pre-PSEP) was £4.42 million, a 17.2% increase over the previous financial year - a very creditable performance by the TR businesses.

By territory, the UK contribution increased by 11.4% demonstrating better utilisation of its overheads, whilst Asia grew 17.5% reflecting the positive effect of PSEP; however the biggest swing was Europe/USA turning a small loss in 2011 into a profit of £0.62 million.

One of our stated goals is to focus on net margin enhancement; therefore it is pleasing to report that during the year, we have improved net margins from 3.6% to 4.4%. This has been achieved through:-

·; Consolidation and better utilisation of the Group's overheads

Ø as a percentage of sales, have been reduced from 21.1% to 20.6%, with a target of decreasing by a further 1% by the end of the financial year ending March 2013. The Board, together with the Operational management teams around the business continue to review and identify areas where efficiencies can continue to be made.

Ø average headcount was reduced by 2.6% (prior to acquiring PSEP), which represents the actions in Asia where, as previously highlighted, we undertook to exit our Chinese manufacturing plant in Suzhou within the Free Trade Zone and relocate the operation into one of our Strategic Alliance Partners. This move has served to improve TR's ability to service the domestic market more efficiently.

The total number of staff within the Group at the year-end stood at 1,029, (March 2011: 880).of which 176 joined the Group with PSEP

·; Gross Profit margins (GP%)

Ø Gross Profit showed an improvement during the year up from 25.2% at year-end March 2011 to 25.6% at the end of the financial year being reported upon. This improvement was achieved despite higher than normal stock write-offs (due to the closure of SAAB in December 2011 and Customer transfer projects in China coming to the end of their life-cycle) and the strengthening of the Asian currencies against both the US$ and Euro. The Board believes that there is additional scope to further improve GP margins and this continues to be a key objective for the future.

·; Acquisition benefits

Ø As shareholders are aware, to achieve on-going earnings enhancing growth, investment is required. One of the Board's strategies is to focus on niche market acquisitions which operate at higher margins and this has been shown through the acquisition of PSEP, where pre-tax profit margins are circa 16% of revenue.

Extending the Group's capabilities through £15 million acquisition in Asia

Since 2009, we have successfully restructured the Group's operations across its European, Asian and US businesses. An essential element of the TR Management growth strategy is to identify and selectively acquire profitable, 'self-managing bolt-on' businesses that either, extend its product range or, offer niche opportunities as well as being earnings enhancing for the Group.

In December 2011, we completed the acquisition of PSEP, a Malaysian based manufacturer of higher value and technically sophisticated cold forged components used within the automotive, motorcycle and compressor industries in the Asian region. PSEP is considered to be one of the most advanced fastener manufacturers in the Asia region with a strong balance sheet and excellent track record. Adding TR's Global Sales & Marketing resources to the excellent PSEP model will increase our capabilities in Asia and we will see further utilisation of their capacity, for example through channelling some of the Group's growing Automotive business enquiries and wins through their business.

The acquisition consideration was £14.94 million, of which £13.49 million was paid on completion with £1.45 million becoming payable in December 2012 subject to claims under warranties not being initiated. PSEP was acquired utilising a mix of Bank resource (Term Loan £7.48 million) and an Equity Placing which amounted to 21,621,622 shares at 37 pence per share, raising approximately £8.00 million, before expenses. These shares were admitted to the Official List of the London Stock Exchange on 14 December 2011.

For the period in review, the results were in line with our expectations, providing revenue in the Q4 period of £3.56 million and profit of £0.58 million.

Separately disclosed items

The following items are shown separately in the Consolidated income statement and need to be taken into consideration when reviewing the underlying performance of the Group:-

The Acquisition expenses relate to the legal and accountancy fees incurred as part of the due diligence process required in the purchase of PSEP. The Restructuring credit of £0.66 million comprises £0.84 million of provision releases in respect of onerous leases, which have been surrendered with potential liabilities up to 2017. The costs in relation to this had previously been provided and separately disclosed. This was offset by £0.18 million costs incurred to close one of our sites in the USA; the majority of which relate to redundancies and an onerous lease.

Interest and interest cover

Net interest costs have increased in the year to £0.63 million (2011: £0.55 million) due largely to the Acquisition Term Loan taken out by TR Asia Investment Holdings Pte. Ltd ("TR Asia") to part fund the PSEP acquisition.

Net interest cover (which is defined as EBITDA to net interest, before one-off separately disclosed items) improved to 10.4 times (2011: 9.5 times) despite the increase in gross debt.

Taxation

Taxation in the period amounted to £1.60 million; an Effective Tax Rate ("ETR") of 33.6% (2011: 34.9%); however, the ETR was affected by disallowable tax costs in relation to the acquisition of PSEP, the surrender of onerous leases in the UK and the closure costs of one of our sites in the US. Before these one-off tax disallowable costs, the normalised ETR would have been 27%, while the Group's blended tax rate based on geographical tax regimes was 20%.

At the end of the period, all of the current tax charge related to overseas operations.

Balance sheet and funding

At 31 March 2012, total Shareholder equity amounted to £53.49 million (2011: £42.85 million) an increase of 24.8%; this increase reflects the Group's profitability during this period and an injection to part fund the PSEP acquisition of £8.00 million (£7.18 million net of expenses).

Property, plant and equipment in the year increased by £6.21 million to £13.29 million, predominantly due to the fixed assets acquired in December 2011 with PSEP (£4.53 million relate to property and £1.92 million to plant & machinery). Intangible assets also increased by £1.33 million, largely as a result of the PSEP acquisition; £0.82 million in relation to intangible customer relationships acquired and which are to be amortised over 12 years and £0.73 million relating to goodwill. The provisional fair value of net assets acquired with PSEP was £14.21 million.

Whilst stock, debtors and creditors have increased accordingly due to the PSEP acquisition, stock weeks have largely remained constant at 22.1. (2011: 22.0). Debtor days remain strong at 70 (2011: 73). Total bad debts were low at £0.08 million which predominantly related to the exposure to SAAB following it filing for bankruptcy. Total provisions have reduced year-on-year by £1.49 million, £0.53 million was utilised during the year, and £0.96 million was released largely due to the surrender of onerous lease provisions at sites in the UK. Although the surrender of these onerous leases will impact cash flow in the first half of the financial year ending March 2013, in the long term, it will save Group cash flow overall.

During the year, a £7.48 million five-year Term Loan supplied by Development Bank of Singapore ("DBS") to TR Asia Investment Holdings Pte Ltd was taken out to part fund the PSEP acquisition; this attracted a fixed interest rate of 3.14% per annum and contributed to Gross debt at 31 March 2012 increasing to £20.21 million (2011: £14.28 million).

Year-end net debt was £8.41 million (2011: £7.14 million), an increase of £1.27 million. If we were to exclude PSEP's net cash position and the effect of funding the acquisition, the underlying net debt at the end of the period would have been significantly lower at £3.76 million, a reduction of £3.38 million and reflecting the positive cash generation made by the Group during the period. Gearing remains low at 15.7% (2011: 16.7%).

The Group's Banking facilities as at 31 March 2012 consisted of:-

Ø a Term Loan which has £1.00 million outstanding and will be fully repaid by 31 December 2012.

Ø an Asset Based Lending ("ABL") facility of £15.80 million of which £11.80 million is utilised; this has a three-year term which expires in February 2013.

The Directors have made appropriate enquiries and are satisfied that the Company is likely to be able to extend or replace its current facilities, as they come up for renewal.

The Group continues to trade well within its banking covenants.

Group net cash balances at 31 March 2012 were £11.80 million (2011: £7.14 million), of which £8.03 million were held in foreign currencies (2011: £6.26 million). This increase is due to PSEP, where the majority of its cash balances are held in Malaysian Ringgits.

Cash flow

Cash generation continues to be a key focus for the TR operations, to provide sufficient cash reserves for re-investment back into the overall business. Cash flow generated from operating activities before tax was strong at £4.42 million compared to £1.05 million cash used in the previous financial year. This has been achieved mainly by an improving EBITDA performance.

Net proceeds after expenses from the Equity Placing (announced in November 2011) amounting to £7.18 million and the Acquisition Term Loan of £7.48 million were used to fund the acquisition of PSEP and the other associated costs.

Capital expenditure in the year was £0.65 million, more than double the previous financial year (2011: £0.30 million). The investment covered improvements to operational facilities for the benefit of personnel and extended manufacturing capabilities in Asia.

The Group continues to be prudent with cash but remains mindful of its objective to invest to increase Return on Capital Employed ("ROCE"). Last year, we witnessed a significant improvement in ROCE from 2.4% in 2010 to 8.7% in 2011. After taking into account PSEP, on a 12-month pro-rata basis, ROCE improved further to 11.3% at 31 March 2012.

Earnings per Share

The adjusted diluted Earnings per Share ("EPS") which in the Directors' opinion best reflects the underlying performance of the Group, has increased significantly by 24.1% to 3.76 pence (2011: 3.03 pence). Basic Earnings per Share has increased by 78.7% to 3.45 pence (2011: 1.93 pence).

Dividend

The Directors' focus since the Board changes in 2009 has been on capital growth through investing in the business and increasing ROCE, but the restoration of a yield and the Board's desire to return to a progressive dividend policy has remained very important to the Directors who committed to all stakeholders that this would be addressed at the earliest opportunity.

To underpin the confidence the Management has in the future development and success of the business, it is with pleasure that the Board will be recommending a return to a dividend stream. Subject to Shareholder approval at the Annual General Meeting which is to be held on 20 September 2012, a final dividend of 0.5 pence (net of tax) per Ordinary share will be paid on 18 October 2012 to Shareholders on the Register at the close of business on 29 June 2012. The Ordinary shares become ex-dividend on 27 June 2012.

People

At Trifast we continue to closely monitor and operate stringent financial controls around the businesses and, I would like to acknowledge the dedicated team work, initiatives and support that both Group and the Finance teams around the globe provide not only to me but to the operational business units and I look forward to working with them over the coming year to deliver further progress and efficiencies.

Summary

Whilst uncertainty in the world markets remain, the Directors are encouraged by the progress the enlarged business is making through enhanced capabilities and the opportunities afforded to us to rebuild supply partnerships, and build on and win new business. We are optimistic that with the opportunities that lie ahead, the Group will continue to make good progress both commercially and strategically throughout 2012/13.

18 June 2012

Trifast plc

Consolidated income statement for year ended 31 March 2012

Statements of comprehensive income for year ended 31 March 2012

Trifast plc

Consolidated statement of changes in equity for year ended 31 March 2012

Company statement of changes in equity for year ended 31 March 2012

¹ Profit for the year includes £6.2 million of an investment impairment reversal.

Trifast plc

Statements of financial position at 31 March 2012

Trifast plc

Statements of financial position at 31 March 2012….continued

Trifast plc

Statements of cash flows for year ended 31 March 2012

Trifast plc

Statements of cash flows for the year ended 31 March 2012…….continued

Trifast plc

Notes to the Preliminary Results for the year ended 31 March 2012

1. Basis of preparation

The financial statements are prepared in Sterling, rounded to the nearest thousand. They are prepared on the historical cost basis with the exception of certain items which are measured at fair value as disclosed in the accounting policies below.

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects current and future periods.

Judgements made by management in the application of IFRS that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in the 2012 Report & Accounts.

A review of the business activity and future prospects of the Group are covered in the Chairman's and CEO's Statement and the Directors' Business Review. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Finance Review. Detailed information regarding the Group's current facility levels, liquidity risk and maturity dates are provided in the 2012 Report & Accounts.

Current trading and forecasts show that the Group will continue to be profitable and generate cash. The banking facilities and covenants that are in place provide appropriate headroom against our forecasts.

The repayment schedule of the Company term loan was extended in November 2010 and is to be repaid by 31 December 2012. The Asset Backed lending facility (max £15.80 million) has a three year term which expires in February 2013 and discussions with our existing Bankers confirm that they have no reason not to continue in the ordinary course of business to provide banking facilities to the Company on the usual basis. The Asian term Loan of £7.5m (S$15.1m) taken out in December 2011 to facilitate the purchase of PSEP is due for repayment in December 2016. Current forecasts show that the Group has sufficient liquidity and headroom to continue to operate within these facilities.

2. Underlying profit and separately disclosed items

The acquisition expenses refer to costs predominantly legal and accountancy fees in relation to due diligence required in the recent purchase of the Malaysian company Power Steel & Electro-Plating Works SDN Bhd (PSEP) in December 2011.

The 2012 restructuring credit of £0.66 million comprises £0.84 million of provision releases in respect of onerous leases that have been surrendered with potential liabilities up to 2017. The costs in relation to this had previously been provided and separately disclosed. This was offset by £0.18m costs incurred to close one of our sites in the US; the majority of these costs refer to redundancies and an onerous lease.

The 2011 restructuring costs of £0.80 million include £0.63 million in relation to moving our Chinese manufacturing plant in Suzhou out from the Free Trade Zone into local premises of one of our Strategic Alliance Partners. The remaining £0.17 million refers to 'Right sizing' our portfolio of properties within the UK.

3. Acquisition of Subsidiary

On 14 December 2011, the Group acquired all of the ordinary shares in Power Steel & Electro-Plating Works SDN BHD (PSEP) for a maximum consideration of £14.94 million, satisfied in cash of £13.49 million at date of acquisition and deferred consideration of £1.45 million payable in December 2012 subject to no claims being made against warranties. The company manufactures highly engineered parts to the automotive, motorcycle and compressor industries primarily in Asia. The Trifast Board believes that markets in Asia represent strong growth opportunities and this acquisition is an initial key step towards the Group's future expansion in this area. In the 3.5 months to 31 March 2012 the subsidiary contributed net profit of £0.58 million to the consolidated net profit for the year and £3.56 million to the Group's revenue. If the acquisition had occurred on 1 April 2011, Group revenue would have been increased by an estimated £8.88m and net profit would have been increased by an estimated £1.43m. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 April 2011.

Effect of acquisition

The acquisition had the following effect on the Group's assets and liabilities.

Goodwill is the excess of the purchase price over the fair value of the net assets acquired and is not deductible for tax purposes. It mostly represents potential synergies, e.g. cross selling opportunities between PSEP and the Trifast Group.

The Company issued 21,621,622 5p ordinary shares for a cash consideration of £8.00m (£7.18m net of expenses).

Fair values determined on a provisional basis

The above have been determined on a provisional basis because of the following:

Both the Group and Power Steel & Electro-Plating Works SDN BHD value their manufactured stock (work in progress and finished goods) by including an appropriate share of production overheads based on normal operating capacity,

3. Acquisition of Subsidiary….continued

Power Steel & Electro-Plating Works SDN BHD does this on a 'Weight basis', whereas the Group perform it on a 'Process basis'. Whilst it is not envisaged that the different methods are considered material, due to practicalities of Reporting deadlines, it was not possible to complete a revaluation of the stock based on the Group's method in time.

Confirmation from the Malaysian tax authorities in relation to tax for the period from Completion to 31 March 2012 was not available in time for Reporting.

Acquisition related costs

The Group incurred acquisition related cost of £0.39m in relation to the acquisition of Power Steel & Electro-Plating Works SDN BHD. These costs have been included in administrative expenses in the Group's consolidated statement of comprehensive income.

4. Operating segmental analysis

Segment information, as discussed above, is presented in the consolidated financial statements in respect of the Group's geographical segments. This reflects the Group's management and internal reporting structure, and the operating basis on which individual operations are reviewed by the Chief Operating Decision Maker (the Board).

Performance is measured based on segment underlying profit before finance costs and income tax as included in the internal management reports that are reviewed by the Chief Operating Decision Maker. This is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within the industry.

Inter-segment pricing is determined on an arm's length basis.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period.

Geographical operating segments: The Group is comprised of the following main geographical operating segments:

Ø UK

Ø Mainland Europe / USA: includes Norway, Sweden, Hungary, Ireland, Holland, Poland, USA and Mexico

Ø Asia: includes Malaysia, China, Singapore, Taiwan and India.

In presenting information on the basis of geographical operating segments, segment revenue and segment assets are based on the geographical location of our entities across the world, and are consolidated into the three distinct geographical regions, which the Board use to monitor and assess the Group.

4. Operating segmental analysis….continued