Acquisition

SENIOR PLC 17 September 1999 Senior Makes Major European Aerospace Acquisition SENIOR PLC ('Senior') is pleased to announce that it has acquired the Aerospace Ducting Division of Cork Industries Limited ('Cork') for a net consideration of approximately £51.9 million. Cork's Aerospace Ducting Division is a world leading composite rigid and flexible ducting manufacturer, as well as a producer of metallic bellows and ducting. This acquisition represents a significant addition to Senior's Aerospace activities, broadening and enhancing both Senior's product range and the Group's exposure to key customers and markets in the global aerospace business. The transaction was structured as the purchase of the entire share capital of Cork for a cash consideration of £48.3 million and the assumption of £1.7 million of non-interest bearing loan notes and £1.9 million of interest bearing loan notes. Additionally, Senior assumed certain bank and other debt within Cork, immediately followed by the sale to the vendors of Cork's non-aerospace ducting businesses for £1, together with the vendors' re- assumption of such bank and other debt. The cash consideration was satisfied from the Group's existing facilities. The exact consideration is dependent on the debt-free value of net assets at closing, which are currently expected to be £8.3 million. Following the acquisition, Senior will have net debt of approximately £157 million. In the year ended 30 June 1999, Cork's Aerospace Ducting Division reported consolidated sales and profits before tax (before charging interest of approximately £0.1 million in respect of the interest bearing loan notes assumed), of approximately £22.4 million and £5.0 million, respectively. Debt free consolidated net assets reported as at 30 June 1999 were £8.6 million. Cork's Aerospace Ducting Division serves both the European and North American aerospace markets. It designs and manufactures composite and metallic ducting used in the commercial, regional and business jet, and general aviation markets, operating from two sites in the UK and one in the US. Major customers include Airbus, Boeing, Bombardier, Cessna, Embraer and Raytheon. Composite ducting products are principally used in low temperature and pressure applications, for example avionics ventilation, cabin recirculation, acoustic silencers, air conditioning supply, flight deck air distribution and windscreen demisting. The acquisition is therefore highly complementary to Senior's SSP Division in California, already a world leader in the design and manufacture of metallic ducting systems, significantly enhancing its existing product portfolio. The acquisition also brings Senior additional exposure to the strongly growing regional jet sector of the aerospace market, offering additional opportunities for Senior's existing aerospace businesses. The bulk of the newly acquired business will be managerially integrated with SSP. Commenting on the acquisition, Andrew Parrish, Senior's Group Chief Executive said: 'The acquisition of Cork's Aerospace Ducting Division is a major step in the strategic development of Senior's aerospace business. It clearly reinforces Senior Flexonics' position as a major global supplier of aerospace and space ducting systems. The addition of composite flexible ducting to our range allows Senior Flexonics to extend its system supplier approach and to provide global engine and airframe manufacturers with a single source for the design and manufacture of complete ducting systems. This aerospace acquisition meets Senior's publicly stated objectives of substantially expanding the Group's manufacturing and market presence in the UK and Continental Europe as well as increasing Senior's exposure to the robust regional jet market sector in North and South America. We have been evaluating this acquisition for more than twelve months. The consideration of approximately £51.9 million represents a multiple of approximately 10.4 times historic operating profits. We believe the price reflects the Aerospace Ducting Division's growth prospects and the substantial potential which the business brings to Senior's existing activities. The acquisition is expected to be immediately earnings enhancing before goodwill amortisation, with improvements in 2000, based on recently awarded programmes, slightly biased towards the second half of the year. Though not a primary reason for the acquisition, the additional UK profits will, through the utilisation of UK tax losses, materially assist in reducing the overall effective tax rate for the Group. Following the acquisition of Pathway, the world leader in expansion joint manufacture, for approximately £22 million earlier in 1999, the acquisition of Cork's Aerospace Ducting Division completes Senior's programme to reinvest the proceeds of the disposal of the bulk of the Engineered Products & Services activity in its core Flexonics business. Senior's acquisition investment now totals approximately £87 million in 1999 to date. The Group continues to pursue acquisitions that both enhance its product range and deliver upon our strategic objectives.' For further information, please contact: SENIOR PLC 01923 775547 Andrew Parrish, Group Chief Executive Terry Garthwaite, Group Finance Director Glenn Timms, Director - Corporate Development Senior Flexonics Inc 001 630 372 3000 William Kowal, Chief Operating Officer, Senior Flexonics Finsbury 0171 251 3801 James Murgatroyd Morgan Bone Internet users will be able to view this announcement, together with other information about SENIOR PLC, on the web site www.seniorplc.com Notes to Editors SENIOR PLC is an international engineering group with a market capitalisation of approximately £310 million. It is the clear global leader in the design, manufacture and marketing of thin-walled flexible tubing and related high technology products, servicing the Aerospace (including Space), Automotive and Specialised industrial markets.

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