Acquisition

Trifast PLC
20 September 2005




Date: Tuesday, 20 September 2005

  NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE USA, CANADA, THE REPUBLIC OF
                          IRELAND, AUSTRALIA OR JAPAN

                                  Trifast plc
                 Proposed acquisition of Serco Ryan Limited and
                             Placing and Open Offer
Highlights

Acquisition of Serco Ryan
       Trifast intends to acquire Serco Ryan Limited, a UK-based fastener
       distributor with a turnover of £41 million and complementary customer base
       Maximum aggregate consideration for the Acquisition of £18 million of
       which:

        • £16 million to be satisfied by payment in cash on completion of the
          Acquisition, funded through a combination of debt and the net proceeds of
          the Placing and Open Offer

        • Up to £2 million to be satisfied by the issue of Trifast shares to the
          Vendor, deferred for 12 months

       Acquisition expected to be significantly earnings enhancing for Trifast
       in first full year of ownership(1)

       It is proposed that Steve Auld, Managing Director of Serco Ryan, will be
       appointed to the Board of Directors of Trifast on completion of the Acquisition

Fundraising
       Proposed Placing and Open Offer to raise net proceeds of approximately
       £6.75 million

       Issue price of 67 pence per share, representing a discount of 4.3 per
       cent. to yesterday's market closing price

       Fully underwritten by Arden Partners Limited

Jim Barker, Trifast's Chief Executive commented:
"The Acquisition represents an excellent strategic fit for Trifast. Serco Ryan's
business is complementary to Trifast's with limited overlap. Its well balanced
customer mix will consolidate our market position as well as adding new sectors
such as railway, boat building and construction-related business to the Group."

"With Serco Ryan, we have the opportunity to enhance margins, to increase
utilisation of our Asian manufacturing base and to capitalise on the experience
of the combined workforce to develop further both in the UK and overseas."

This summary should be read in conjunction with the full text of the following
announcement. Certain terms used in this summary are defined in the Appendix of
the attached announcement.

Enquiries:
Trifast plc                                  Citigate Dewe Rogerson
Jim Barker, Chief Executive                  Fiona Tooley
Stuart Lawson, Group Finance Director        Tel: [phone]
Tel: [phone]                      Mobile: [phone]
Web-site: www.trifast.com

                                             N M Rothschild & Sons Limited
                                             Ravi Gupta
                                             Tel: [phone]

                                             Arden Partners Limited
                                             Richard Day
                                             Tel: [phone]

(1) This statement does not constitute a profit forecast nor should it be
    interpreted to mean that the future earnings per Ordinary Share of the Group
    following completion of the Acquisition will necessarily match or exceed
    historical earnings per Ordinary Share.

This announcement has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 by N M Rothschild & Sons Limited.

N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Trifast
plc in connection with the Acquisition and is neither advising nor treating as a
client any other person and will not be responsible to anyone other than Trifast
plc for providing the protections afforded to clients of N M Rothschild & Sons
Limited nor for providing advice in relation to the Acquisition.

Arden Partners Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Trifast plc in
connection with the Placing and Open Offer. Arden Partners Limited will not be
responsible to anyone other than Trifast plc for providing the protections
offered to clients of Arden Partners Limited nor for providing advice in
relation to the Placing and Open Offer.

Neither the Placing nor the Open Offer is being made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality (including,
without limitation, facsimile transmission, internet, email, telex or telephone)
of interstate or foreign commerce, or of any facility of a national securities
exchange, of the United States, Canada, Australia, Japan or the Republic of
Ireland and neither can be accepted by any such use, means instrumentality or
facility or from within the United States, Canada, Australia, Japan or the
Republic of Ireland.

Neither the Placing nor the Open Offer constitutes an offer of securities for
sale, or the solicitation of an offer to buy securities in the United States and
the new Ordinary Shares to be issued pursuant to the Placing and the Open Offer
have not been and will not be registered under the United States Securities Act
of 1933, or under the laws of any state, district or other jurisdiction of the
United States or of Canada, Australia, Japan or the Republic of Ireland and no
regulatory clearances in respect of new Ordinary Shares have been or will be,
applied for in any jurisdiction. Accordingly, unless an exemption under the US
Securities Act of 1933 or other relevant securities laws is applicable, the new
Ordinary Shares are not being, and may not be offered, sold, resold, delivered
or distributed, directly or indirectly, in or into the United States or Canada,
Australia, Japan or the Republic of Ireland or to, or for the account or benefit
of, any US person or person resident in Canada, Australia, Japan or the Republic
of Ireland.

  NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE USA, CANADA, THE REPUBLIC OF
                          IRELAND, AUSTRALIA OR JAPAN

                                  Trifast plc
                 Proposed acquisition of Serco Ryan Limited and
                             Placing and Open Offer

1.       Introduction
The Directors of Trifast are pleased to announce that the Company has
conditionally agreed to acquire the entire issued share capital of Serco Ryan.

The maximum aggregate consideration payable by the Company for the Acquisition
is £18 million (subject to adjustment to provide for a normalised working
capital position at completion). £16 million of the consideration will be
satisfied by payment in cash on completion of the Acquisition. The cash
consideration is to be funded in part by the proceeds of the Placing and Open
Offer (which is expected to raise approximately £6.75 million net of expenses of
the Placing and Open Offer, the Acquisition and Admission) with the remainder of
the cash consideration to be funded from a supplemental bank facility to be made
available to the Company by HSBC Bank plc. The balance of the consideration of
up to £2 million is deferred and is to serve as a retention against which
warranty and indemnity claims will be off-set (if proven or settled) under the
terms of the Acquisition Agreement. This element of the consideration is to be
satisfied by the issue to the Vendor of new Ordinary Shares on the first
anniversary of completion of the Acquisition.

2.       Background to and reasons for the Acquisition
Trifast is a global manufacturer and distributor of industrial fastenings and is
a leading supplier of "Vendor Managed Inventory" solutions.

Having completed its restructuring programme, Trifast is now focused on
expanding its business both organically and by acquisition. One of Trifast's
core competencies is the supply of industrial fasteners and small components to
the telecommunications and electronics industries. Whilst Trifast's market share
in the UK has increased, much of this market has been subject to relocation to
lower cost economies. Consequently, the Directors recognise that growing
Trifast's share of the UK market is a key challenge facing the business. The
Directors believe that the Acquisition represents an excellent strategic fit for
Trifast as Serco Ryan operates in complementary parts of the fastener
marketplace, with significant contribution to sales from the railway and boat
building industries, the general industrial market and the building industry,
which the Directors consider to be stable industries in the UK and which are
unlikely to relocate overseas.

In addition, the Directors believe that Serco Ryan has a strong management team,
which the Directors believe will enhance the ability of Trifast not only to
expand in the UK, but also to capitalise on the experience of the combined
workforce to expand abroad, in particular into the areas of the fastener
marketplace not previously addressed by Trifast. It is proposed that Steve Auld,
the current Managing Director of Serco Ryan, be appointed to the Board of
Directors of Trifast as an Executive Director immediately post completion of the
Acquisition.

There is some overlap in the branch networks of Trifast and Serco Ryan, which
the Directors believe provides consolidation opportunities. The Directors
believe that there are further opportunities for enhancing margins through the
combination of the two companies' purchasing power, the reduction of total
stockholdings and increased utilisation of Trifast's existing Far East
manufacturing base.

The Directors expect the Acquisition to be significantly earnings enhancing for
the Group in the first full year of ownership. This statement does not
constitute a profit forecast nor should it be interpreted to mean that the
future earnings per Ordinary Share of the Group following completion of the
Acquisition will necessarily match or exceed historical earnings per Ordinary
Share.

3.       Information on Serco Ryan
Serco Ryan's principal activity is the distribution of fasteners into the UK
industrial market, operating from 8 locations with a central warehouse located
near Kidderminster. In the Directors' opinion, Serco Ryan has a well balanced
customer mix, with the railway and boat building industries, the domestic
appliances sector, the general industrial market and the building industry as
its main sectors. Approximately 70 per cent. of distribution turnover is derived
from fasteners, and the balance from a wide range of industrial consumables.

Serco Ryan's core business has undergone significant restructuring since early
2004, when its management focused on reducing its overhead structure and
creating an efficient hub and branch structure and a dedicated call centre.

The selected financial information set out below has been extracted, without
material adjustment, from the audited accounts of Serco Ryan for the three years
ended 30 April 2005.

Year ended 30 April                          2003          2004          2005
                                            £'000         £'000         £'000
Turnover                                   35,812        41,740        41,347
Gross profit                               12,126        13,710        12,774
Operating profit (adjusted)(1)              1,070         2,167         2,339
Operating profit (reported)                   813         1,831           982

(1) Before goodwill (2003: nil, 2004: nil, 2005: nil), exceptional charges
    (2003: £275k, 2004: £351k, 2005: £1,380k) and profit on disposal of fixed assets
    (2003: £18k, 2004: £15k, 2005: £23k)

As at 30 April 2005, the gross assets of Serco Ryan were approximately £19.6
million.

4.       Current trading and prospects for the Group post-Acquisition
Trifast announced its preliminary results for the year to 31 March 2005 on 22
June 2005. They showed a strong year of trading with a healthy increase in
profits and earnings per share over the previous year. The first half
performance in particular was very encouraging in terms of sales and margins,
however, the second half was weaker due to challenging global markets, some cost
down pressures and increases in raw material and energy prices. This trend has
continued into the current financial year and areas of the market are more
difficult than the comparable period in the prior year. However, although it is
still early in the year, given the new opportunities that are beginning to
surface, the Board expects a stronger performance in the second half and remains
confident of the Group's performance for the year as a whole.

Serco Ryan's year-to-date performance is in line with budget. The Directors
believe that the announcement of London's winning Olympic bid bodes well for
Serco Ryan, as the expansion of the London Underground and improvements in
infrastructure are both areas in which Serco Ryan has significant customers.

5.       Financial information on Trifast
The selected financial information set out below has been extracted, without
material adjustment, from the audited consolidated financial statements of
Trifast for the three years ended 31 March 2005.

Year ended 31 March                             2003         2004         2005
                                               £'000        £'000        £'000
Turnover                                     103,631      102,353      103,823
Gross profit                                  25,613       24,787       27,007
Operating profit (adjusted)(1)                 4,403        5,026        6,149
Operating profit (reported)                    2,790        3,430        5,463
Profit attributable to Shareholders            1,408        1,626        3,759
Earnings per Ordinary Share (adjusted)(2)       3.94p        4.06p        5.76p
Earnings per Ordinary Share (basic)             1.96p        2.26p        5.23p

Total assets                                  73,533       67,409       67,235
Net current assets                            22,177       23,156       25,301
Net debt                                     (10,503)      (8,542)      (5,605)
Shareholders' funds                           34,492       34,293       36,481

(1)     Before goodwill (2003: £742k, 2004: £709k, 2005: £686k), exceptional
        charges (2003: £871k, 2004: £887k, 2005: nil) and profit on disposal of fixed
        assets (2003: nil, 2004: £376k, 2005: £384k)

(2)     Before goodwill amortisation, exceptional charges, tax effects of
        exceptional charges and based on a diluted average number of shares

6.       Details of the Placing and Open Offer
The Placing and Open Offer will raise approximately £6.75 million (net of
expenses of the Placing and Open Offer, the Acquisition and Admission). Arden
Partners Limited has agreed to procure subscribers for the Placing and Open
Offer Shares (other than those the subject of valid acceptances from Qualifying
Shareholders pursuant to the Open Offer), failing which Arden Partners Limited
will subscribe for such Placing and Open Offer Shares itself. Trifast has
arranged for Arden Partners Limited, as its agent, to invite applications from
Qualifying Shareholders (other than certain overseas Shareholders) to acquire up
to 4,792,797 of the Placing and Open Offer Shares at the Issue Price under the
Open Offer. Qualifying Shareholders may apply for Placing and Open Offer Shares
on the basis of:

1 Placing and Open Offer Share for every 15 Existing Ordinary Shares

and so in proportion for any other number of Existing Ordinary Shares so held.
The Placing and Open Offer Shares will, when issued and fully paid, rank in full
for all dividends and distributions thereafter declared, made or paid, save that
they will not carry any entitlement to the dividend declared by the Company in
respect of the financial year ended 31 March 2005, and otherwise rank pari passu
in all respects with the Existing Ordinary Shares.

7.       Extraordinary General Meeting
A circular will be sent to Shareholders shortly setting out details of the
Extraordinary General Meeting to approve the Acquisition.

Certain terms used in this announcement are defined in the Appendix.

This announcement has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 by N M Rothschild & Sons Limited.

N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Trifast
plc in connection with the Acquisition and is neither advising nor treating as a
client any other person and will not be responsible to anyone other than Trifast
plc for providing the protections afforded to clients of N M Rothschild & Sons
Limited nor for providing advice in relation to the Acquisition.

Arden Partners Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Trifast plc in
connection with the Placing and Open Offer. Arden Partners Limited will not be
responsible to anyone other than Trifast plc for providing the protections
offered to clients of Arden Partners Limited nor for providing advice in
relation to the Placing and Open Offer.

Neither the Placing nor the Open Offer is being made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality (including,
without limitation, facsimile transmission, internet, email, telex or telephone)
of interstate or foreign commerce, or of any facility of a national securities
exchange, of the United States, Canada, Australia, Japan or the Republic of
Ireland and neither can be accepted by any such use, means instrumentality or
facility or from within the United States, Canada, Australia, Japan or the
Republic of Ireland.

Neither the Placing nor the Open Offer constitutes an offer of securities for
sale, or the solicitation of an offer to buy securities in the United States and
the new Ordinary Shares to be issued pursuant to the Placing and the Open Offer
have not been and will not be registered under the United States Securities Act
of 1933, or under the laws of any state, district or other jurisdiction of the
United States or of Canada, Australia, Japan or the Republic of Ireland and no
regulatory clearances in respect of new Ordinary Shares have been or will be,
applied for in any jurisdiction. Accordingly, unless an exemption under the US
Securities Act of 1933 or other relevant securities laws is applicable, the new
Ordinary Shares are not being, and may not be offered, sold, resold, delivered
or distributed, directly or indirectly, in or into the United States or Canada,
Australia, Japan or the Republic of Ireland or to, or for the account or benefit
of, any US person or person resident in Canada, Australia, Japan or the Republic
of Ireland.

                                    APPENDIX

Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:

"Acquisition"    the proposed acquisition of the entire ordinary share capital
                 of Serco Ryan Limited

"Acquisition     the conditional agreement dated 19 September 2005 between the
Agreement"       Company and the Vendor which sets out the terms for the
                 Acquisition

"Board" or       the board of directors of the Company, together with the
"Directors"      Proposed Director

"Existing        the existing Ordinary Shares in issue at the Record Date
Ordinary
Shares"

"Group"          Trifast and each of its subsidiaries (within the meaning of the
                 Act)

"Issue Price"    67 pence per Placing and Open Offer Share

"Ordinary        ordinary shares of 5 pence each in the capital of Trifast
Shares"

"Open Offer"     the conditional invitation by Arden Partners Limited as agent
                 on behalf of the Company to Qualifying Shareholders inviting
                 them to subscribe for their allocation of the Placing and Open
                 Offer Shares

"Placing"        the conditional placing by Arden Partners Limited (on behalf of
                 the Company) of the Placing and Open Offer Shares at the Issue
                 Price, subject to the right of Qualifying Shareholders to apply
                 for such shares pursuant to the Open Offer

"Placing and     the 11,940,298 new Ordinary Shares to be allotted and issued by
Open Offer       the Company pursuant to the Placing and Open Offer
Shares"

"Proposed        Steve Auld who is proposed to be appointed as an Executive
Director"        Director of the Company on completion of the Acquisition

"Qualifying      Shareholders on the register of members of the Company at the
Shareholders"    Record Date (other than certain overseas Shareholders)

"Record Date"    close of business on 16 September 2005

"Shareholders"   holders of Ordinary Shares

"Serco Ryan"     Serco Ryan Limited

"Trifast" or     Trifast plc
"Company"

"Vendor"         Lilleshall Limited




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