Results of Strategic Review

Senior PLC 17 May 2000 Results of strategic review Introduction The Board of Senior plc announces that it has completed a thorough strategic review of its businesses and has concluded that the interests of shareholders are best served by the Company continuing on an independent basis and implementing a restructuring under the stewardship of Graham Menzies, its new Group Chief Executive. Following the announcement of a strategic review, Senior sought and received a number of preliminary approaches from interested parties, including certain of the former executive directors of Senior. These approaches have been fully explored by the Board and its advisers and whilst one party, a consortium of trade and financial purchasers, remains interested in a transaction with Senior, the Board believes that this interest is unlikely to lead in the near future to an offer for Senior. There are no current discussions ongoing with this consortium, nor with any other party. In order to remove the uncertainty that has been surrounding the Company, the Board has decided to implement at this time its plans for an independent strategy under its new Group Chief Executive. Proposed restructuring and cost savings The Board believes that Senior is well placed to take advantage of new opportunities in its chosen markets to better serve its existing customers. Senior will focus its resources on its more profitable and cash generative Aerospace and Automotive divisions and dispose of its Specialised Industrial division. In addition, the Company will substantially reduce central and subsidiary overheads to create leaner operations and give operational management increased responsibility and control. The increased organisational focus will create a more streamlined and accountable organisational structure. Following the restructuring, Senior will operate through two divisions, Aerospace and Automotive, which will have responsibility for 16 subsidiary business units, compared to the current 34 in the Group. Once implemented, the Directors believe that the restructuring, as well as offering considerable management and operational benefits, will also drive further reductions in subsidiary overheads. The Board has so far identified potential annual central overhead cost savings of in excess of £5 million within 12 months, at a cash cost of £3 million, by more than halving the number of personnel involved in head office and central overhead functions worldwide, leaving ongoing head office costs of around £5 million per annum. The Board is also targeting annual overhead savings from Senior's operating subsidiaries of around £6 million. This is in addition to annual cost savings in excess of £6 million at Ketema which have already been identified and actioned. Throughout this restructuring period, the Board expects to maintain annual dividends at 4.88 pence per share. New operational objectives Senior supplies world class products to demanding blue chip end-manufacturers in the global Automotive and Aerospace industries and already has a strong base from which to build a more focussed business. Across all areas of its operations, the Group will introduce programmes to further promote manufacturing best practice allowing it to achieve higher quality standards and service levels for customers. To accomplish these objectives, divisional management will continue to drive lean production methods into all operations, and will develop systems approaches and product partnerings where appropriate. Following the last two years of significant investment, capital expenditure will be brought down to below depreciation, although the Group will continue to develop lower cost manufacturing capacity. Senior is now concentrating on driving organic growth. In Aerospace, the Group is seeking to increase its European exposure, particularly as a direct and indirect supplier to Airbus, building on the enhanced European manufacturing capability provided by the acquisition of the Aerospace Division of Cork Industries. In Automotive, the Group intends to broaden its customer base, in particular to win more business from continental European OEMs, capitalising on recent successes with Fiat, PSA and Renault. Divisional financial information Senior has not historically disclosed financial information on a divisional basis. To enable shareholders to better understand the Group's activities, the Board will in future provide this information in its results' announcements. In the year to 31 December 1999, the Group reported operating profit from continuing operations of £4.3 million (before interest but after exceptional costs and goodwill amortisation) on sales of £465.2 million. Adding back goodwill impairment and amortisation of £12.9 million and £3.6 million respectively and central overheads (including reorganisation costs and utilisation of central provisions) of £10.4 million gives operating profit from continuing operations before central costs and goodwill of £31.2 million. Of this, Aerospace contributed £1.8 million on sales of £137.0 million, Automotive £26.6 million on sales of £154.4 million and Specialised Industrial £2.8 million on sales of £173.8 million. These results, however, included £7.9 million of one-off reorganisation costs and accounting irregularities at Ketema, in addition to losses of £10.5 million related to prior years, and do not include a full year contribution from acquisitions. Management has therefore estimated, for illustrative purposes only, what the Group's operating profit would have been in the same period excluding these items and assuming a 10% return on sales from Ketema (the Directors' target margin for this business) and a full year's contribution from the Cork and Pathway acquisitions which took place in the second half of 1999. On this basis, the Group's operating profit from continuing operations before head-office costs, goodwill amortisation and interest would have been £57.8 million on sales of £491.6 million of which Aerospace would have contributed £23.8 million on sales of £166.4 million, Automotive £29.5 million on sales of £155.3 million and Specialised Industrial £4.5 million on sales of £169.9 million. These statements are not intended to be a profit forecast for Senior and should not be interpreted to mean that future profits of Senior following implementation of the restructuring would necessarily be higher than the published profits of Senior. Management changes As part of the reorganisation, two main Board directors, T.B. Garthwaite and W.L. Kowal, will be leaving the Company. A new Group Finance Director will be appointed in due course. Current trading The Group is now seeing improved performance across its three divisions which, if sustained, would represent a recovery from the difficulties experienced last year. Within Automotive, increased demand for passenger cars in the US is currently giving rise to further growth in sales which, together with the increasing acceptance in Europe of common rail applications for diesel engines, will more than compensate for the continuing upheavals being experienced in the first half by the UK customer base. However, as previously announced, expected reductions from General Motors' initial launch volumes of AIR tubes will impact the second half, thus limiting progress in Automotive for the year as a whole. Aerospace, boosted by acquisitions in 1999, is currently reporting a significant increase in sales. Despite further softening in both commercial and space markets, real progress is being achieved, particularly from the acquisition of the Aerospace Division of Cork Industries last September. Actions taken to improve controls and lower the cost base at Ketema have helped to return the company to a modest profit for the first time in March. Aerospace can be expected to have a satisfactory first half. Previously announced programme wins within the regional and businesses jet markets (Bombardier and Embraer) and the start of shipments of ducting to Rolls-Royce for the Trent 500 programme should underpin its second half performance. Specialised Industrial, whilst boosted by 1999 acquisitions, is benefiting from an underlying, if patchy, recovery in its markets. Semi-conductor has provided strong growth so far this year and the general industrial scene in the US is buoyant. In contrast, the predicted growth for expansion joints at Pathway has been much slower than expected. Although Pathway's order intake has increased sharply, particularly for its domestic market, this is only just starting to impact profitability. In Europe, the general industrial market has also seen some recovery. The German Air Systems operations completed the reorganisation begun in 1999 and are currently benefiting from a significant increase in sales. The balance of the year should see the general recovery in Specialised Industrial continue. Commenting on the proposed restructuring, Dr. A.K. Watkins, Chairman, said: 'The Board and its advisers have considered various alternatives over the last five months as part of its strategic review process, including a number of approaches for the Company. While one party remains interested in a transaction with Senior, the Board believes that this interest is unlikely to lead in the near future to an offer for Senior. We believe that the restructuring announced today, to be implemented by Graham Menzies, is the right independent strategy for Senior which will maximise value for our shareholders.' Graham Menzies, Group Chief Executive, said: 'Senior has many excellent businesses, with a number of talented managers and a dedicated workforce. The Group has a well deserved reputation for engineering and technical excellence, with strong positions in attractive markets and a blue chip customer base. I look forward to working with our employees to release the value that is inherent in these businesses to the benefit of our shareholders, customers and staff.' Enquiries: Senior plc 01923 775547 Dr. A.K. Watkins, Chairman Graham Menzies, Group Chief Executive Finsbury 020 7251 3801 James Murgatroyd Morgan Bone Notes for editors: Graham Menzies was appointed Group Chief Executive on 21 March 2000, having previously been Group Chief Executive of Adwest Plc until its sale to Dura Automotive Systems in 1999. Adwest was a tier one automotive components manufacturer with a turnover of £250 million and profits of £21.4 million. Mr Menzies holds graduate and post-graduate qualifications in Mechanical Engineering and Machine Tool Technology. He held senior management positions at Stone Platt Plc and Fenner Plc before joining Adwest in 1985 where he was Director of the Automotive division and Group Managing Director before becoming Group Chief Executive in 1994. He is currently a non-executive director of St Ives Plc.

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