Acertec plc
Annual Report and
Financial Statements
2006 Acertec is one of the UK’s leading manufacturers of engineered steel products
for use in the automotive and construction markets. It is the UK’s largest supplier
of reinforcing steel for concrete construction and the UK’s largest supplier of
body-in-white stampings and sub-assemblies to automotive OEMs.
Contents
Highlights 1
Chairman’s Statement 2
Chief Executive’s Review 3
Financial Review 5
Board of Directors 7
Directors’ Report 8
Directors’ Remuneration 11
Corporate Governance 12
Independent Auditors’ Report 14
Group Proﬁt and Loss Account 15
Statement of Group T otal Recognised 
Gains and Losses 16
Group and Company Balance Sheets 17
Group Cash Flow Statement 18
Notes to the Financial Statements 19
Notice of Annual General Meeting 58
Explanatory Notes to Resolutions 61 Acertec plc Annual Report and Accounts 2006 1
 Double digit growth achieved in 2006 
 Turnover from continuing operations up by 16% to £324.7m (2005: £280.8m)
 Operating proﬁt
*
increased by 30% to £16.2m (2005: £12.5m)
 Total operating proﬁt, including share of joint ventures, increased to £10.2m
(2005: loss of £3.5m)
 Cash ﬂow from operations £16.8m
 Good performance reﬂects underlying strength in both BRC and Stadco 
 BRC in the UK ended 2006 with a record order book, up 40% on 2005
 Operating proﬁt
*
growth of 67% at Stadco – underlying sales growth and 
good engineering and tooling revenues
 Continued overall good progress anticipated in 2007
 Strong construction sector
 Partly offset by a weaker year in Stadco
 Recommended ﬁnal dividend of 5p per share
* from continuing operations, before amortisation and exceptional items
Highlights
Commenting on the results, John Sword, Chief Executive, said: 
“Overall, we expect that Acertec will make good progress in 2007. We anticipate that the mix between Stadco and BRC will change,
compared with 2006, with strong growth in BRC being countered by more difﬁcult conditions in Stadco’s business.
The medium term outlook for both of our businesses is positive. For BRC, the prospects for continuing growth in the construction markets
in the UK and in Singapore are promising, and Stadco should continue to beneﬁt from the trend towards the outsourcing of Body-in-
White in Europe, from extending its geographic coverage, and from supplier consolidation in the sector.” 2 Acertec plc Annual Report and Accounts 2006
I am pleased to report our maiden results following Acertec’s
listing on AIM in May 2006.
Acertec’s excellent results in 2006 reﬂect underlying strength in
its two businesses, BRC and Stadco. Both businesses posted
increased operating proﬁts in the year, in Stadco’s case total
operating proﬁt from continuing operations, before goodwill
amortisation and exceptional items, improved by 67%.
Turnover from continuing operations increased by 16% to
£324.7 million (2005: £280.8 million) and total operating proﬁt
from continuing operations, before goodwill amortisation and
exceptional items, increased by 30% to £16.2 million (2005:
£12.5 million). Group turnover , including discontinued operations,
fell to £331.7 million (2005: £368.9 million) whilst total operating
proﬁt (including discontinued operations, JVs and exceptional
items) increased substantially to £10.2 million (2005: loss of
£3.5 million).
The listing in May 2006, raised net new funds of £53.3 million.
This enabled a restructuring of our balance sheet with total
net debt reducing to £48.1 million at 31 December 2006 from
£118.5 million at 31 December 2005.
In April 2006 the Group sold its interests in Carrington Wire
Limited and Stadco Birmingham Pressings Limited. 
Whilst the competitive pressures faced by our businesses are
continuing, I have conﬁdence that Acertec will continue to
make good progress in 2007.
Finally, I have pleasure in conﬁrming that we propose the
payment of a ﬁnal dividend of 5p per share. Subject to
shareholders’ approval, this will be paid on 25 May 2007 to all
shareholders on the register on 27 April 2007. 
James Kerr-Muir
Chairman
22 March 2007
Chairman’s Statement Acertec plc Annual Report and Accounts 2006 3
Acertec achieved strong organic growth in 2006, increasing
turnover from continuing operations by 16% to £324.7 million
(2005: £280.8 million) and total operating proﬁt from continuing
operations, before amortisation and exceptional items, by 30%
to £16.2 million (2005: £12.5 million). Total Group turnover,
including discontinued operations, reduced to £331.7 million
(2005: £368.9 million) whilst total operating proﬁt, including our
share of joint ventures, increased to £10.2 million (2005: loss
of £3.5 million).
The biggest contributor to this improvement was the Stadco
division, reﬂecting its recovery following the MG Rover collapse
in 2005.
BRC Division
T urnover, including joint ventures, increased by 30% to £183.9
million (2005: £141.6 million) and total operating proﬁt, excluding
goodwill amortisation, increased by 11% to £9.2 million (2005:
£8.3 million); total operating proﬁt after goodwill amortisation
increased by 7% to £8.0 million (2005: £7.5 million). A relatively
weak ﬁrst half year, which saw operating proﬁts held back by
margin pressures, caused by industry over-capacity in both the
UK and Asia, turned into a much stronger second half, with
volumes and margins both improving satisfactorily. BRC in the
UK ended 2006 with a record order book, some 40% above
the comparable position in the previous year.
The underlying strength of the construction sector in the UK is
spread across most areas of infrastructure spending.
Developments in power generation, water treatment, transport,
oil and gas storage facilities, hospitals and schools are all
playing a part in the buoyancy of the sector and BRC has won
signiﬁcant contracts in all of these areas. Prospects for further
projects are strong, even without any contribution from the
2012 Olympics which should start to materialise late in 2007.
The Specialty Products operations within the division continued
to perform strongly. In the Geotechnical sector , civil engineering
projects for soil and strata control are continuing to grow,
offsetting the diminishing level of demand from the coal mining
sector. In mainstream construction sectors, BRC has seen
growing acceptance of its established specialty product range,
with recently introduced innovative products also making good
progress.
The addition, in early 2006, of a range of balcony and
architectural steelwork products to the portfolio, via the
acquisition of Capital Structures plc, brought some issues of
poorly priced legacy contracts and inadequate control
procedures. These have now been worked through and I
expect these products to make a valuable contribution to the
division’s results in 2007.
Our joint venture operation in Ireland, BRC McMahon, continued
to produce good results, with softer margins being offset by rising
sales volumes, beneﬁting from the strength of the construction
sector in the Republic of Ireland. In June 2006, BRC McMahon
acquired Buchanan Wire Products Limited, a small welded
mesh manufacturer in Northern Ireland. This acquisition will give
us a greater presence in the buoyant construction market in
the North.
BRC Asia continued to make steady progress. In a construction
industry that is recovering well from its major setback in
2000/2001, BRC has diversiﬁed into a wider range of engineered
reinforcement products. This change of focus has been very
successful, with heavy prefabricated structures now making up
a signiﬁcant portion of turnover, in addition to BRC’s traditional
welded mesh products.
BRC’s joint venture operation in China continued to show
modest success in supplying welded mesh to the construction
industry in Eastern China. A large new factory has been
constructed, giving increased capacity for 2007.
Whilst the UK weather has not been kind to construction in
the early part of 2007 and the industry in Singapore has been
affected by shortages of sand and aggregates, the outlook
for BRC in 2007 is good, with favourable conditions in its key
markets. BRC plans both to strengthen its market position
and to improve its margins through increased sales of high
margin engineered products. This expansion will require
capital investment, a process which started in the latter part of
2006 and which will increase in 2007. This will leave BRC well
positioned to beneﬁt from the strength of its markets, which is
expected to continue in the medium term.
Stadco Division
T urnover from continuing operations increased to £140.8 million
(2005: £139.2 million). Total operating proﬁt from continuing
operations, excluding goodwill amortisation and exceptional
items, increased by 67% to £10.5 million (2005: £6.3 million);
total operating proﬁt, including discontinued operations, after
goodwill amortisation and exceptional items increased to £9.9
million (2005: loss of £6.6 million).
Stadco performed well in 2006, more than replacing the volume
lost after MG Rover collapsed in April 2005. Increased sales to
Land Rover (Discovery, Range Rover, Sport), Ford (Focus),
Aston Martin, BMW (Mini) and to Jaguar for the new XK all
contributed to this growth.
The major reorganisation project that Stadco undertook
following the collapse of MG Rover was completed in
September 2006. Stadco’s factories in Halewood and Tipton
have been closed and the operations in Coventry have been
downsized signiﬁcantly. A major press line was relocated from
Coventry to the plant in Shrewsbury and further work was
transferred to the plant in Powys. This reorganisation project
absorbed signiﬁcant management resource throughout the
year and it will be some months yet before all of Stadco’s
operations are back at full productivity.
Chief Executive’s Review 4 Acertec plc Annual Report and Accounts 2006
Stadco beneﬁted from an unusual level of engineering and
tooling related revenues in the ﬁrst half of 2006, but performance
weakened in the second half without the beneﬁt of these
revenues and with lower volumes of key vehicle models which
were being replaced. Land Rover Freelander volumes fell
sharply in the second half year ahead of the replacement
product launch in November, and production of the BMW Mini
was also reduced somewhat ahead of the December launch
of the new Mini. Margins on new business were lower owing
to competitive conditions.
Stadco’s underlying business is unlikely to improve in 2007.
There will be gains from signiﬁcant cost and efﬁciency
improvements in the downsized UK structure and from higher
volumes on the new Mini and Freelander. These will, however,
probably be offset by declining volumes in some of the more
mature products, by lower unit margins in the new programmes
and the absence of signiﬁcant engineering projects this year.
Beyond 2007, Stadco’s prospects are encouraging, with work
having been won on two additional new models from existing
customers, which will be launched early in 2008. For the
medium term, Stadco is continuing to devote signiﬁcant
management and other resources to extending the geographic
reach of its business, particularly into Russia, and we are
optimistic that this will generate signiﬁcant incremental business
on a 2-3 year horizon.
Prospects
Overall, we expect that Acertec will make good progress in
2007. We anticipate that the mix between Stadco and BRC
will change, compared with 2006, with strong growth in BRC
being countered by more difﬁcult conditions in Stadco’s
business.
The medium term outlook for both of our businesses is positive.
For BRC, the prospects for continuing growth in the construction
markets in the UK and in Singapore are promising, and Stadco
should continue to beneﬁt from the trend towards the
outsourcing of Body-in-White in Europe, from extending 
its geographic coverage, and from supplier consolidation in
the sector.
John Sword
Chief Executive
22 March 2007
Chief Executive’s Review continued Acertec plc Annual Report and Accounts 2006 5
Financial Review
Acertec has had a successful year, delivering strong organic
growth in both revenue and proﬁts.
Operating performance
Turnover from continuing businesses increased by 16% to
£324.7 million (2005: £280.8 million). T otal operating proﬁts from
continuing operations, before amortisation and exceptional
items, increased by 30% to £16.2 million (2005: £12.5 million).
Total operating proﬁt, including joint ventures and after
charging goodwill amortisation and exceptional items,
increased to £10.2 million (2005: loss of £3.5 million).
Proﬁt before tax increased to £2.2 million (2005: loss of 
£2.3 million).
Taxation
The Group’s tax charge of £4.9 million (2005: a credit of £0.4
million) is not representative of the situation going forward as
it is largely distorted by signiﬁcant non tax-allowable expenses
connected with the ﬂotation and the write-off of certain
deferred tax assets. The Directors believe that a tax rate of
between 31% and 33%, on continuing operations, would be
more representative of the underlying situation given that the
Group generates taxable proﬁts in Germany, where the
underlying rate of corporation tax is higher than the UK.
Earnings per share
Basic earnings per share, excluding goodwill amortisation and
exceptional items, for the year to 31 December 2006 were
14.9p, this compares with a loss per share, on a similar basis,
of £4,800 per share reported for the year to 31 December
2005. These values are not directly comparable as they utilise
quite different numbers of issued shares in their calculations
and also, for 2006, the calculation is distorted due to the
change in capital structure that took place at the ﬂotation, in
May 2006, when the Company issued 39,783,663 new shares.
This change, together with the conversion of preferred shares
at the ﬂotation, increased the weighted average number of
shares used in the basic earnings per share calculation to
32.2 million. See note 20 to the ﬁnancial information for further
details of these calculations.
Exceptional items
Operating exceptional charges of £3.1 million (2005: £16.2
million) comprise costs relating to the ﬂotation in May 2006.
The loss on disposal of operations of £5.8 million comprises the
loss on the sale of the Carrington Wire business, £5.2 million,
and the loss on the sale of Stadco Birmingham Pressings
Limited, £0.6 million. A small proﬁt on sale of ﬁxed assets, 
£0.1 million, was posted in 2006 compared with the proﬁt on
the sale of a surplus site, £11.1 million, posted in 2005.
Interest
Net interest payable reduced to £2.3 million (2005: £9.9
million), this comprises £3.8 million (2005: £4.8 million) of
bank, lease and other interest; £1.8 million (2005: £4.4 million)
of interest payable on loan notes invested by Candover and
£0.9 million of exchange gains on non-sterling denominated
debt (2005: exchange loss of £1.2 million). Also included within
net interest payable is an exceptional credit of £2.2 million
(2005: £0.8 million), being the release of a provision for the
redemption premium on management loan notes, made in
previous years. These loan notes were redeemed at par prior
to the ﬂotation and other compensation arrangements put in
place for the note holders.
Dividends
The Directors are recommending a ﬁnal dividend of 5.0p 
per ordinary share. No interim dividend was paid for the year
and no dividend was paid in respect of the year ended 
31 December 2005.
Financing, cash ﬂow and treasury
All businesses within the Group focus a great deal of attention
on cash ﬂow and the management of working capital. The
Group is a strong generator of cash although its net cash
position is liable to ﬂuctuations in the short term.
The Group operates a central treasury function. All principal
operating companies (with the exception of BRC Asia, where
funding is obtained locally) participate in a Group credit facility
where balances are offset daily for interest calculation purposes.
Interest is charged, on this facility, at a margin of 80 basis points
over LIBOR or the currency equivalent. The Group’s primary
credit facility is provided by a syndicate of three banks led by
Barclays Bank plc. This agreement, originally dated 24th
November 2005, provides a revolving credit line of £73 million
(or foreign currency equivalent) plus an overdraft and ancillaries
line of £7 million. The agreement is provided for three years.
The Group’s policy is to cover all forward currency risks by way
of simple forward contracts. The major transaction currency
exposures are to the US dollar and the Euro.
The Company’s balance sheet exposure to its investments
outside the UK is largely offset by borrowings in the currency
of the underlying investment (Singapore dollar and Euro). 6 Acertec plc Annual Report and Accounts 2006
Financing, cash ﬂow and treasury continued
Net debt reduced by £70.4 million in the year to £48.1 million
at 31 December 2006 (£118.5 million at 31 December 2005).
In addition to the business disposals referred to below, Acertec
generated net cash ﬂow from operations of £16.8 million
(2005: £4.1 million) and through its listing, the Company raised
£53.3 million, net of costs and fees, through the issue of
approximately 39.8 million ordinary shares. The ﬂotation was
executed in order to enable Candover to realise its investment
in Acertec, to secure a more diversiﬁed shareholder base and
to gain an attractive acquisition currency – quoted shares.
Coincident with the ﬂotation, the Company repaid outstanding
loan notes plus accrued interest of £82.6 million to Candover. 
In addition, £5.2 million (2005: £3.8 million) of bank and other
interest was paid.
In April 2006 the Company sold its investment in the entire
share capital of Carrington Wire Limited for gross proceeds of
£20.1 million.
The Group also disposed of its interest in Stadco Birmingham
Pressings Limited in April 2006 for gross proceeds of 
£0.4 million.
In January 2006 the Group acquired the entire share capital of
Capital Structures plc for consideration of £1.5 million. Capital
Structures manufacture an innovative balcony system for high
rise buildings in addition to structural steel fabrications.
Capital expenditure in the year of £11.8 million (2005: £7.2
million) includes £5.6 million of expenditure on additional
capacity for BRC in the UK and Singapore. The depreciation
charge in the year was £8.8 million (2005: £10.3 million).
Pensions
The net deﬁcit on the Group’s closed, deﬁned beneﬁt pension
schemes reduced to £11.8 million as at 31 December 2006 (as
at 31 December 2005: £18.7 million). The net deﬁcit attributable
to Carrington Wire, as at 31 December 2005, was £3.8 million,
which was disposed of with the business in April 2006. 
The Company is funding the deﬁcit with the intention of
eliminating it in 10 years.
International Financial Reporting Standards
The Company is adopting IFRS accounting standards for the
year ending 31 December 2007. It is the Directors’ intention
that an impact analysis, showing the effect of the material
changes on the December 2006 ﬁnancial statements, will be
produced at or before the reporting of the Group’s interim
accounts for the six months ending June 2007.
David Roache
22 March 2007
Financial Review continued Acertec plc Annual Report and Accounts 2006 7
James Kerr-Muir (66), Chairman, 
Chairman of Nominations Committee
Joined Acertec plc in April 2006. Also Chairman of Senior plc
and Davenham Group plc and Non-executive Director of
Gartmore Fledgling Trust plc.
John Sword (64), Chief Executive. 
Joined Acertec plc (then Hall Engineering Holdings Limited) in
1994 as Chief Executive, previously chief executive and then
chairman of Massey Ferguson Group Limited.
David Roache (56), Group Finance Director.
Joined Acertec plc in 1999, previously Group Finance Director
of Blagden plc and, previously, Group Finance Director of
Massey Ferguson Group Limited.
Adrian Burn (61), Senior Independent Non-executive Director,
Chairman of the Audit Committee.
Joined Acertec plc in May 2006. Non-executive Director of
Pinewood Shepperton Plc, GE Capital Bank Limited and Smart
and Cook Holdings Limited.
David Hussey (58), Non-executive Director, 
Chairman of the Remuneration Committee.
Joined Acertec plc in January 2007. Executive Director of
Foseco plc.
Board of Directors
Adrian Burn
David Roache
David Hussey
James Kerr-Muir John Sword 8 Acertec plc Annual Report and Accounts 2006
Directors’ Report
The Directors present their report and the audited ﬁnancial
results for the year to 31 December 2006.
Principal Activities
The principal activities of the Company have been to act as a
holding company. The principal activities of the Group are,
through the BRC business, the manufacture and supply of
concrete reinforcement and related products to the construction
industry and, through the Stadco business, the manufacture
of steel and aluminium pressings and sub-assemblies for the
automotive manufacturing industry
Review of business and future prospects
The Company and Group have performed satisfactorily during
the year. Total operating proﬁt from continuing operations
before amortisation and exceptional items increased by 30%
to £16.2 million (2005: £12.5 million) in line with the Directors’
expectations.
The strategy being pursued by BRC is to continue to develop
the volume reinforcing business in the UK and south-east Asia
taking advantage of strong market prospects in these territories.
BRC will also continue to identify and bring to market specialty
products that provide innovative solutions to construction
problems, adding these to the wide portfolio of similar products
already offered.
Stadco will continue to concentrate on providing a full range
of body-in-white services to its automotive customers. These
services today include pressings, sub-assemblies, design and
procurement of tooling and whole body design. Stadco will
continue to seek opportunities to provide these services in
territories outside its traditional UK base.
The key ﬁnancial performance indicators for the businesses,
being turnover, operating proﬁt and cash ﬂow, are discussed
in the Financial Review.
The Group’s internal control systems, including those for the
assessment and control of risk, are described in the Corporate
Governance report. The Directors have identiﬁed the following
as being the principal risks facing the Group:
• trends in the UK construction sector as they affect the
sectors to which BRC supplies reinforcement products.
• trends in the global automotive market as they affect the
sales volumes of the vehicles to which the Stadco business
is a supplier.
• competition pressures as they affect the balance of supply
and demand, and hence proﬁtability, of the industrial
sectors in which Acertec’s businesses operate.
The Group has implemented actions to mitigate the effects of
these risks. Both BRC and Stadco attempt to mitigate their
industry sector risk by reducing reliance on particular
customers or industry sub-sectors as far as practically possible.
By providing a high quality service to their customers and
maintaining good relations with as wide a range of customers
as possible both businesses believe that they can mitigate the
impact of competitive pressures.
Each business attempts to comply with best practice in their
management of environmental issues.
A detailed review of the Group’s performance, ﬁnancial results,
and future development and prospects is contained within the
Chief Executive’s review and ﬁnancial review.
Financial risk management
The Group’s operations expose it to a variety of ﬁnancial 
risks that include the effects of changes in debt market prices,
credit risk, liquidity risk and interest rate risk. The Group has 
in place a risk management programme that seeks to limit 
the adverse effects on the ﬁnancial performance of the
Company by monitoring levels of debt ﬁnance and the related
ﬁnance costs.
Treasury policy 
The most signiﬁcant treasury exposures faced by the Group
are raising ﬁnance and managing interest rate and currency
positions. Clear parameters have been established, including
levels of authority, on the type and use of ﬁnancial instruments
to manage these exposures. T ransactions are only undertaken
if they relate to underlying exposures. 
Interest rate cash ﬂow risk 
The Group is exposed to interest rate risk on short term and
long term ﬂoating rate instruments. Consequently, as well as
managing the currency and maturity of debt, the Group
manages interest expense through the balance between
ﬂoating rate debt and generally lower-risk, ﬁxed rate debt. The
Group is exposed predominantly to sterling, Singapore dollar
and Euro LIBOR interest rates on the ﬂoating rate debt.
Currency risk 
The Group faces currency exposure on trading transactions
undertaken by its subsidiaries in foreign currencies. The Group
coordinates the hedging of a proportion of its transactional
exposures by taking out forward foreign exchange contracts,
of usually less than six months forward, against its anticipated
known sales and purchases. The decision to hedge is
inﬂuenced by the size of exposure, the certainty of it arising,
the trading and market position of the subsidiary in which the
exposure arises and the current exchange rate. 
The Group’s balance sheet translation exposure is managed
by partially matching currency assets with currency borrowings.
The Group has signiﬁcant borrowings denominated in
Singapore dollars and Euro which are matched against similarly
denominated assets.
The policies of managing interest rate risk and currency exposure
were consistently applied during 2006. Acertec plc Annual Report and Accounts 2006 9
Dividends
The Directors propose the payment of a ﬁnal dividend in
respect of the year to 31 December 2006 of 5p per share (2005:
nil). No interim dividend was paid during the year.
Directors 
The following Directors held ofﬁce during the year:
H M Lang, non-executive Chairman (resigned April 2006)
S N A Leefe, non-executive Director (resigned May 2006)
J Kerr-Muir non-executive Chairman (appointed April 2006)
A Burn non-executive Director (appointed April 2006)
J D Sword
D J Roache
On 19 January 2007 D Hussey was appointed as a non-
executive Director.
J Sword and D Roache offer themselves for re-election at the
forthcoming AGM, also, as J Kerr-Muir, A Burn and D Hussey
were appointed as directors since the last AGM, they offer
themselves for election as directors.
None of the Directors had a material interest in any contract
of signiﬁcance to which the Company, or its subsidiaries, was
party during the year. There were no contractual relationships
between the non-executive directors and companies with
which they are connected and the Acertec plc group.
Other than the interests of directors disclosed below, the
Company had been notiﬁed at 15 April 2007 of the following
substantial interests in the Company’s issued ordinary share
capital:
Candover Investments 
(inc. Candover Partners Limited)    21.4%
Gartmore Investment Management                                 13.5%
Artemis Investment Management                                    10.1%
J P Morgan Asset Management                                       6.3%
Liberty Square Asset Management                                  5.3%
Henderson Global Investors                                             4.7%
Morgan Stanley                                                                 4.3%
Directors’ interests in shares
The interests of the Directors in the shares of the Company
were as follows:
At 31 At 31 
December December 
2006 2005
J Kerr-Muir 27,027 –
A Burn 10,135 –
J D Sword 1,022,409 193
D J Roache 535,591 48
H Lang – 10
Notes:
1. D Roache’s holding includes 250,000 shares held by his wife and
145,270 held in a self invested pension plan
All directors’ interests are beneﬁcially held. There has been
no change since the balance sheet date to one month before
the notice of the AGM.
Options over the Company’s ordinary shares have been
granted to directors as set out below. In each case the option
was granted on 9 May 2006 at the ﬂotation price of 148p per
share under the Acertec plc Unapproved Share Option Plan
2006. The earliest date upon which the options may be
exercised is 16 May 2009. The exercise of options is not subject
to performance criteria.
The number of options granted in the year and still held are:
J D Sword 1,232,390 shares
D J Roache 821,594 shares
There were no share options exercised during the year.
The mid market price of the Company’s ordinary shares at 
31 December 2006 was 185p.
Financial Instruments
The Group holds and utilises ﬁnancial instruments in the
management of its operations. These comprise largely foreign
exchange forward contracts. It is the policy of the Group that
no trading in ﬁnancial instruments shall be undertaken. The
main risks from the Group’s ﬁnancial instruments relate to
foreign exchange risk. The board reviews and agrees policies
for managing these risks and the details are set out in note 1
to the ﬁnancial statements.
Employee Policy 
The Group places considerable value on the involvement of its
employees and keeps them informed on matters affecting
them as employees and on the various matters affecting the
performance of the Group.
The Group’s employment policies include a commitment to
equal opportunities regardless of sex, age, race or ethnic origin.
The Group’s policy is to give full and fair consideration to
applications for employment made by disabled persons bearing
in mind the respective aptitudes and abilities of the applicants
concerned. In the event of staff becoming disabled every effort
is made to ensure their continued employment with the Group
and to provide specialised training where appropriate.
Creditor Payment Policy
It is the Group’s policy to agree terms with its suppliers which
are appropriate for the markets in which they operate and to
abide by such terms where suppliers have also met their
obligations. At 31 December 2006 the Group’s trade creditors
represented 67 days (2005: 62 days) outstanding. The Company
had no trade creditors. 
Research and development
The Group is not involved in signiﬁcant levels of research 
and development. The expenditure for the year amounted to
£0.2 million (2005: £0.1 million).
Directors’ Report continued 10 Acertec plc Annual Report and Accounts 2006
Donations
The Group made no political donations during the year (2005:
nil). The Group made charitable donations of £12,000 (2005: nil).
Directors’ Responsibilities
The Directors are required by company law to prepare ﬁnancial
statements for each year that give a true and fair value of the
state of affairs of the Company and the Group and of the proﬁt
and loss of the Group for that period. The Directors are required
to prepare the ﬁnancial statements on the going concern basis
unless it is inappropriate to assume that the Group will continue
in business.
The Directors conﬁrm that suitable accounting policies have
been used and applied consistently throughout the year. They
conﬁrm that reasonable and prudent judgements and estimates
have been made in preparing the ﬁnancial statements for the
year ended 31 December 2006 and that applicable accounting
standards have been followed. The ﬁnancial statements have
been prepared on the going concern basis. 
The Directors are responsible for keeping accounting records
that disclose with reasonable accuracy at any time the ﬁnancial
position of the Company and the Group and enable them to
ensure that the ﬁnancial statements comply with the
Companies Act 1985.
They are also responsible for safeguarding the assets of the
Company and the Group and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The maintenance and integrity of the Group web site is the
responsibility of the Directors. The work carried out by the
auditors does not involve consideration of these matters and
accordingly the auditors accept no responsibility for any
changes that may have been made to the ﬁnancial statements
since they were initially presented.
Litigation in the United Kingdom governing the preparation
and dissemination of ﬁnancial statements may differ from
legislation in other jurisdictions.
Disclosure of information to Auditors 
As far as the Directors are aware, there is no relevant audit
information of which the Group’s auditors are unaware and
they have taken all the steps that they ought to have taken as
directors in order to make themselves aware of any relevant
audit information and to establish that the Group’s auditors
are aware of that information.
Going concern
After making enquiries, the Directors have a reasonable
expectation that the Group and Company have adequate
resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the
going concern basis in preparing the accounts.
Share Capital
On 16 May 2006 the Company issued 39,783,663 shares at a
price of 148p per share pursuant to a placing of shares and
certain subscriptions at the time at which the Company was
admitted to trading on AIM.
An ordinary resolution will be put to the shareholders at the
annual general meeting (AGM) to renew the Directors’ authority
to issue and allot ordinary shares. The nominal value of ordinary
shares to which this authority is limited is £1,694,536.80 being
approximately one third of the current issued ordinary share
capital. A special resolution will also be put to shareholders at
the AGM which renews the authority of the Directors to allot
shares without ﬁrst offering them to existing shareholders in
proportion to their existing holdings. This authority is limited to
approximately 5% of the issued share capital.
In both cases the above resolutions will expire at the conclusion
of the next AGM in 2008.
Annual General Meeting 
The AGM of the Company will take place at the ofﬁces of Weber
Shandwick Square Mile, Fox Court, 14 Gray’s Inn Road, London
WC1X 8WS, on 22 May 2007 at 10.00 am. Full details of the
resolutions to be put to the meeting are given in the notice of the
AGM to be found on page 58 of this Annual Report.
Auditors
PricewaterhouseCoopers LLP have indicated their willingness
to continue in ofﬁce and a resolution proposing their
reappointment will be made at the AGM.
By order of the board
David Roache
Company Secretary
22 March 2007
Directors’ Report continued Acertec plc Annual Report and Accounts 2006 11
The Directors provide the following information to enable
shareholders to understand the Company’s contractual
arrangements with directors, the level of directors’ emoluments,
bonuses, beneﬁts-in-kind and incentives, and how these are
determined.
The remuneration of the company chairman, and of the
executive directors, is determined by the Remuneration
Committee. The remuneration of non-executive directors is
considered by the board.
The Remuneration Committee, which meets at least twice a
year , comprises the three non-executive directors and is chaired
by Mr Hussey. 
The T erms of Reference of the Remuneration Committee are
available at the Company’s registered ofﬁce.
The Remuneration Committee has adopted a remuneration
policy with the following objectives:
• executive directors should receive a fair level of
remuneration that will attract, motivate and retain individual
managers of the appropriate quality;
• a signiﬁcant proportion of executive directors’ remuneration
should be variable, and based on ﬁnancial performance
in both the short and longer term;
• such performance related remuneration should seek to
align the interests of executive directors with those of
shareholders;
• a factor in the determination of total executive remuneration
should be externally conducted comparisons with levels of
salary and beneﬁts in similar sized companies in similar
industry sectors.
Messrs Sword and Roache are employed under service
contracts, which are terminable by the Company giving twelve
months’ notice or by the Director giving six months’ notice.
Unless terminated previously or extended by mutual agreement
each contract expires on the Director’s 65th birthday.
Both executive directors have a ﬁxed base salary and a car
allowance. Both also participate in discretionary bonus
arrangements under which they could receive between 0% and
50% of their base salaries as performance related pay.
Neither executive Director receives any contribution from the
Company towards his pension arrangements.
Messrs Kerr-Muir and Burn have entered into letters of
engagement in April 2006 for a term of three years, D Hussey
entered into a letter of engagement in January 2007 for a term
of three years. These engagements can be terminated by either
party giving six months’ notice. Fees payable under the terms
of their appointment represent the only element of their
remuneration by the Company. 
Details of the directors’ emoluments are set out below. In the
case of directors retiring, resigning or being appointed during
the year, the amounts are disclosed only in respect of their
period of service as a Director.
Directors’ Remuneration
Salary/Fees Bonus Beneﬁts Total
2006 2005 2006 2005 2006 2005 2006 2005
H M Lang 80,000 60,000 149,750 – – – 229,750 60,000
S N A Leefe 10,481 27,023 – – – – 10,481 27,023
J Kerr-Muir 51,600 – – – – – 51,600 –
A Burn 24,969 – – – – – 24,969 –
J D Sword 337,800 335,000 1,974,394 – 2,507 2,557 2,314,701 337,557
D J Roache 244,933 242,600 1,322,097 – 2,008 2,423 1,569,038 245,023
Notes:
1. Fees paid to H M Lang in 2006 included a £60,000 termination payment.
2. Beneﬁts represent the cost of private medical cover and business mileage payments in excess of the Inland Revenue limits.
3. Director’s fees for S N A Leefe were paid to Candover Services Limited.
4. Of the bonuses awarded to Messrs Sword and Roache in 2006, £1,862,394 and £1,241,597 respectively were funded by Candover, of which the
following after-tax amounts were used to purchase shares in the Company at the issue price of 148p: J D Sword – £855,051, D J Roache – £413,999.
5. Messrs Sword and Roache were awarded options at the time of the listing over the following shares of the Company: J D Sword – 1,232,390
shares, D J Roache – 821,594 shares. The charge for these options, included in the accounts for 2006, was £98,248 and £65,499 respectively.
6. Messrs Sword and Roache participate in the Company’s SAYE scheme saving over a 5 year contract which will result in options over 14,375
shares being granted to each of them. The charge for these options, included in the accounts for 2006, was £658 for each of these two
directors. 12 Acertec plc Annual Report and Accounts 2006
Corporate Governance
Introduction
The Group is listed on AIM and fully supports the principles set
out in the Combined Code on Corporate Governance (“the
Code”) and will seek to comply with them wherever practical,
given both the size and resources available to the Company.
Details are provided below of how the Company applies those
parts of the Code which it believes to be most appropriate.
The Board 
The Company has appointed non-executive directors to bring
an independent view to the board and to provide a balance to
the executive directors. The board of directors comprises two
executive directors, one of whom is the Chief Executive, 
J. Sword, and three non-executive directors one of whom is the
Chairman, J. Kerr-Muir. D. Roache, Group Finance Director, is
also Company Secretary. Service contracts and letters of
appointment for each of the Directors can be viewed at the
Company’s registered ofﬁce. 
The board considers that each of the non-executive directors
is independent within the meaning of the Code and that the
Chairman was independent at the time of his appointment in
April 2006.
Although the Chairman, J Kerr-Muir, is also chairman of other
companies, his commitments are not considered to be such
that he would not be able to devote sufﬁcient time to his role
at Acertec if a crisis were to arise.
The non-executive directors have access to independent
professional advice and all directors have access to the advice
of the Company Secretary.
The board has established a formal policy of authorisation
setting out matters which require its express approval and
certain authorities delegated to the executive directors.
The board generally meets every month and receives an
information pack containing a report from each of the executive
directors, management accounts and any other material deemed
necessary for the board to discharge its duties. The board has
responsibility for formulating, reviewing and approving the
Group’s strategy, budgets, major items of capital expenditure
and corporate transactions.
The Chairman and non-executive directors also occasionally
meet without the executive directors.
All Directors have attended all the board meetings that have
been held since their appointment, and all members of
committees have attended all such meetings since their
appointment. 
The Company maintains adequate insurance cover in respect
of legal actions against directors as well as against material
loss or claims against the Group. The adequacy of this cover
is reviewed regularly.
Board Committees 
The board has established three committees since admission
to AIM, audit, remuneration and nominations, each having
written terms of delegated responsibilities. Each is chaired by
a different non-executive Director.
Audit Committee
Chaired by A. Burn, who has considerable experience in
accounting and audit and is, therefore, considered to have
relevant ﬁnancial experience, the committee also includes 
J Kerr-Muir and D Hussey. It meets at least twice a year and
is responsible for ensuring that the appropriate ﬁnancial
procedures and controls are properly maintained and reported
on and for meeting the auditors and reviewing their reports
relating to the Group’s accounts and internal control systems.
It is the practice of the committee to include the executive
directors as attendees at the meetings but to exclude them for
a portion of each meeting.
The committee is responsible for considering the
independence of the external auditor and its provision of non-
audit services. Relationships with PwC, the company’s external
auditor, are dealt with largely through the Group Finance
Director. In addition, PwC meet with the Audit Committee at
least annually without the presence of executive management.
They also have direct access to the Audit Committee and
senior employees.
PwC carefully considers each piece of non-audit work offered
to ensure that acceptance would not impair independence and
they report annually on this issue to the Audit Committee. The
report for the year under review, which was accepted by the
Audit Committee, concluded that PwC were independent and
that their objectivity was not impaired.
Remuneration Committee 
Chaired by D Hussey the committee also includes J Kerr-Muir
and A Burn. Although J Kerr-Muir is chairman of the Company,
his appointment to the committee is deemed to be appropriate
in the light of his considerable experience and the fact that
there would otherwise be only two members of the committee.
The committee, which has met twice since the end of the
ﬁnancial year, will meet at least twice a year and is responsible
for reviewing the performance of the executive directors and
other senior executives and for determining appropriate levels
of remuneration. The Board is responsible for setting the
remuneration of the non-executive directors.
Nominations Committee
Chaired by J Kerr-Muir, the committee also includes A Burn
and D Hussey. It will make recommendations on all new board
appointments. Since the formation of the committee no
meetings have been necessary. Acertec plc Annual Report and Accounts 2006 13
The terms of reference for all board committees are available
for viewing at the Company’s registered ofﬁce.
Senior Independent Director
A. Burn is the senior independent Director.
Shareholder Relations
The Company meets regularly with institutional shareholders
and analysts as appropriate and uses its web site to encourage
communication with private, existing and prospective
shareholders. Acertec plc welcomes feedback from investors
on its published reports and web site. Please address your
feedback to D Roache, Group Finance Director by e-mail to
info@acertec.com or in writing to Acertec plc, Edstone Hall,
Wootton Wawen, Solihull B95 6DD.
In compliance with AIM rules the Company has established a
policy and share dealing code related to dealing in the Company’s
shares by directors, employees and connected persons.
Internal Control and Risk Management
The Group operates a system of internal control and intends
to develop and review that system in accordance with the
guidelines published by the Institute of Chartered Accountants
in England and Wales. The internal control system is designed
to manage rather than eliminate the risk of failure to achieve
business objectives. The board is responsible for the system
of internal control and for reviewing its effectiveness. It can
provide reasonable, but not absolute, assurance against
material misstatement or loss.
Following the Company’s admission to AIM in May 2006 and
the recruitment of the third non-executive Director in January
2007, the board will now establish, during 2007, a formal
process of risk assessment and reporting. Each major
business unit will carry out a formal risk assessment annually
and will regularly review and update these each year. Reports
on the assessments and related mitigation actions of all
signiﬁcant risks will be supplied to the board.
The Group does not have an internal audit function due to
the relatively small size of the Company’s administrative
function. However, the Company follows a programme of
operational reviews designed to visit all major businesses on a
frequent basis. These reviews are conducted by the Group
CEO and Finance Director and their ﬁndings are reported to
the board monthly.
The board, through the audit committee, will conduct a 
formal review of the effectiveness of internal controls and risk
management during 2007. The results of that review will be
discussed with the Company’s independent auditors.
The board, through the nominations committee, will conduct an
assessment of the balance, skills and experience of the board
and its individual members during 2007. The board will also
assess the performance of the three committees during 2007.
The board recognises that an essential part of it
responsibilities is the effective safeguarding of assets, the
proper recognition of liabilities and the accurate reporting of
results. The Group has a comprehensive system for regular
reporting to the board. This includes an annual budgeting
system, with budgets approved by the board. The ﬁnancial
reporting system compares actual results against budget and
prior year and reconsiders its ﬁnancial forecast for the balance
of year, on a monthly basis.
The Group operates in a multi currency environment and has set
a policy for managing and reporting the risks inherent in such
an environment. This policy is set out in the ﬁnancial review on
pages 5 and 6 and in note 17 to the ﬁnancial statements.
The Group operates formal assessment and reporting systems
in respect of its health, safety and environmental performance. 
There were no notiﬁable environmental impacts or events at
any Group site during the year.
Whistleblowing policy
The Company has established, operates and has published
within the Group a Whistleblowing Policy. This provides the
necessary access for , and the protection of, employees wishing
to bring matters that they suspect of being malpractice or
impropriety to the attention of the relevant person.
Corporate Governance continued 14 Acertec plc Annual Report and Accounts 2006
Independent Auditors’ Report to the Members of Acertec plc
We have audited the Group and parent company ﬁnancial
statements (the “ﬁnancial statements”) of Acertec plc for the
year ended 31 December 2006 which comprise the Group
proﬁt and loss account, the statement of Group total
recognised gains and losses, the Group and Company
balance sheets, the Group cash ﬂow statement and the related
notes. These ﬁnancial statements have been prepared under
the accounting policies set out therein.
Respective responsibilities of directors and auditors
The Directors’ responsibilities for preparing the Annual Report
and the ﬁnancial statements in accordance with applicable law
and United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice) are set out in the
Statement of Directors’ Responsibilities.
Our responsibility is to audit the ﬁnancial statements in
accordance with relevant legal and regulatory requirements
and International Standards on Auditing (UK and Ireland). This
report, including the opinion, has been prepared for and only
for the Company’s members as a body in accordance with
Section 235 of the Companies Act 1985 and for no other
purpose. We do not, in giving this opinion, accept or assume
responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the ﬁnancial
statements give a true and fair view and are properly prepared
in accordance with the Companies Act 1985. We also report
to you whether in our opinion the information given in the
Directors’ Report is consistent with the ﬁnancial statements.
The information given in the Directors’ Report includes that
information presented in the Chief Executive’s and Financial
Review that is cross referred from the review of business
section of the Directors’ Report.
In addition we report to you if, in our opinion, the Company has
not kept proper accounting records, if we have not received
all the information and explanations we require for our audit, or
if information speciﬁed by law regarding Directors’ remuneration
and other transactions is not disclosed.
We read other information contained in the Annual Report, and
consider whether it is consistent with the audited ﬁnancial
statements. This other information comprises only the
Chairman’s Statement, the Chief Executive’s Review, the
Financial Review, the Directors’ Report, the Board of Directors,
the Directors’ Remuneration report, the Corporate Governance
report and the Notice of Annual General Meeting and
Explanatory Notes to Resolutions. We consider the implications
for our report if we become aware of any apparent
misstatements or material inconsistencies with the ﬁnancial
statements. Our responsibilities do not extend to any other
information.
Basis of audit opinion
We conducted our audit in accordance with International
Standards on Auditing (UK and Ireland) issued by the Auditing
Practices Board. An audit includes examination, on a test basis,
of evidence relevant to the amounts and disclosures in the
ﬁnancial statements. It also includes an assessment of the
signiﬁcant estimates and judgments made by the Directors in
the preparation of the ﬁnancial statements, and of whether the
accounting policies are appropriate to the Group’s and
Company’s circumstances, consistently applied and
adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary
in order to provide us with sufﬁcient evidence to give
reasonable assurance that the ﬁnancial statements are free
from material misstatement, whether caused by fraud or other
irregularity or error . In forming our opinion we also evaluated the
overall adequacy of the presentation of information in the
ﬁnancial statements.
Opinion
In our opinion:
• the ﬁnancial statements give a true and fair view, in
accordance with United Kingdom Generally Accepted
Accounting Practice, of the state of the Group’s and the
parent company’s affairs as at 31 December 2006 and of
the Group’s loss and cash ﬂows for the year then ended;
• the ﬁnancial statements have been properly prepared in
accordance with the Companies Act 1985; and
• the information given in the Directors’ Report is consistent
with the ﬁnancial statements.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Birmingham
22 March 2007 Acertec plc Annual Report and Accounts 2006 15
2005
Note 2006 as restated 
£m £m
Turnover (including share of joint ventures) 349.4 383.2
Continuing operations 2 324.7 280.8
Discontinued operations 2 24.7 102.4
Less: Share of turnover of joint ventures (17.7) (14.3)
Group turnover 2 331.7 368.9
Cost of sales (271.0) (312.0)
Gross proﬁt 60.7 56.9
Distribution costs (17.0) (17.3)
Administrative expenses (35.3) (44.9)
Group operating proﬁt/(loss) – continuing operations 10.2 (3.4)
Group operating loss – discontinued operations (1.8) (1.9)
Group operating proﬁt/(loss) 8.4 (5.3)
Share of operating proﬁt of joint ventures 2 1.8 1.8
T otal operating proﬁt before goodwill amortisation and 
exceptional items – continuing operations 2 16.2 12.5
T otal operating (loss)/proﬁt before goodwill amortisation and 
exceptional items – discontinued operations 2 (1.8) 1.0
Goodwill amortisation 3 (1.1) (0.8)
Operating exceptional items 4 (3.1) (16.2)
Total operating proﬁt/(loss): Group and share of joint ventures 10.2 (3.5)
Loss on disposal of operations – discontinued operations 4 (5.8) –
Proﬁt on disposal of ﬁxed assets – discontinued operations 4 0.1 11.1
Proﬁt on ordinary activites before interest and taxation 4.5 7.6
Net interest payable and similar charges – before exceptional items 6 (4.6) (10.3)
Interest receivable – exceptional 6 2.2 0.8
Other ﬁnance income/(charge) 6 0.1 (0.4)
Net interest payable 2 (2.3) (9.9)
Proﬁt/(loss) on ordinary activities before taxation 2.2 (2.3)
T ax on proﬁt/(loss) on ordinary activities 7 (4.9) 0.4
Loss on ordinary activities after taxation (2.7) (1.9)
Minority interests 25 (0.2) (0.4)
Loss for the year attributable to shareholders (2.9) (2.3)
Pence £’000
Loss per ordinary share:
Basic and diluted 20 (9.0) (9.2)
Adjusted earnings/(loss) per ordinary share:
Basic and diluted excluding goodwill amortisation and exceptional items 20 14.9 (4.8)
There is no difference between the results as disclosed in the proﬁt and loss account and those on an unmodiﬁed historical cost basis.
The Directors are proposing a ﬁnal dividend in respect of the ﬁnancial year ending 31 December 2006 of 5p per share which
will absorb an estimated £2.6m of shareholders’ funds.
Group Proﬁt and Loss Account
For the year ended 31 December 2006 16 Acertec plc Annual Report and Accounts 2006
2005
Note 2006 as restated 
£m £m
Proﬁt/(loss) for the year: 
– Group (4.5) (3.9)
– Joint ventures 1.6 1.6
(2.9) (2.3)
Actuarial loss recognised in the pension schemes – (4.3)
Current tax relating to actuarial loss in the pension schemes – 0.2
Movement on deferred tax relating to pension spreading – 0.3
Movement on deferred tax relating to actuarial loss in the pension schemes – 0.8
– (3.0)
Currency translation differences on foreign currency net investments:
– Group (0.5) 0.4
– Joint ventures (0.3) –
(0.8) 0.4
Total recognised gains and losses relating to the year (3.7) (4.9)
Prior year adjustment – FRS20 23 (0.4)
T otal recognised gains and losses since last annual report (4.1)
Statement of Group Total Recognised Gains and Losses
For the year ended 31 December 2006 Acertec plc Annual Report and Accounts 2006 17
2006 2005 as restated
Notes Group Company Group Company
£m £m £m £m
Fixed assets
Intangible assets – Goodwill 9 16.6 – 18.3 –
Intangible assets – Negative goodwill 9 (2.0) – (3.0) –
14.6 – 15.3 –
T angible assets 10 70.3 – 85.4 –
Investments in joint ventures 12
Share of gross assets 11.5 – 8.7 –
Share of gross liabilities (7.5) – (4.7) –
4.0 – 4.0 –
Other investments 0.2 – 0.2 –
Group companies – 0.5 – 0.5
4.2 0.5 4.2 0.5
89.1 0.5 104.9 0.5
Current assets
Stocks 13 28.5 – 30.2 –
Debtors due within one year 14 45.9 64.3 58.3 3.5
Debtors due after one year 14 2.1 – 5.3 –
Cash at bank and in hand 15 20.0 6.0 72.8 –
96.5 70.3 166.6 3.5
Creditors: amounts falling due within one year
Borrowings 15 (9.6) (0.2) (88.6) (0.2)
Creditors 16 (75.2) (7.6) (77.6) (7.0)
Net current assets/(liabilities) 11.7 62.5 0.4 (3.7)
Total assets less current liabilities 100.8 63.0 105.3 (3.2)
Creditors: amounts falling due after more than one year
Borrowings 15 (58.5) – (102.7) –
Creditors 16 (0.1) – (0.2) –
(58.6) – (102.9) –
Provisions for liabilities and charges 18 (2.1) – (5.5) –
Net assets/(liabilities) excluding pension liability 40.1 63.0 (3.1) (3.2)
Net pension liabilities 33 (11.8) – (18.7) –
Net assets/(liabilities) including pension liability 28.3 63.0 (21.8) (3.2)
Capital and reserves
Called up equity share capital 21 5.1 5.1 ––
Share premium account 23 48.7 48.7 0.5 0.5
Other reserve 23 1.0 – 1.0 –
Share option reserve 23 0.8 0.3 0.4 –
Proﬁt and loss account 23 (31.1) 8.9 (27.4) (3.7)
Equity shareholders’ funds 24 24.5 63.0 (25.5) (3.2)
Equity minority interests 25 3.8 – 3.7 –
28.3 63.0 (21.8) (3.2)
Approved by the Board on 22 March 2007 and signed on its behalf 
J D Sword
Director
The notes on pages 19 to 57 form part of these ﬁnancial statements.
Group and Company Balance Sheets
As at 31 December 2006 18 Acertec plc Annual Report and Accounts 2006
2005
Note 2006 as restated 
£m £m
Net cash inﬂow from operating activities 28 16.8 4.1
Dividends received from joint ventures 1.3 1.4
Returns on investments and servicing of ﬁnance
Interest received 0.1 0.1
Interest paid (5.0) (3.6)
Interest element of ﬁnance lease payments (0.2) (0.2)
Issue costs paid (0.4) (0.8)
Dividends paid to minority interests (0.1) (0.5)
(5.6) (5.0)
Taxation (0.3) (0.9)
Capital expenditure and ﬁnancial investment
Purchase of tangible ﬁxed assets (11.8) (7.2)
Sale of tangible ﬁxed assets 0.3 15.2
Purchase of investments – (0.3)
(11.5) 7.7
Acquisitions and disposals
Disposal of businesses 27 16.8 –
Net cash disposed with businesses 27 (3.6) –
Purchases of business 26 (1.6) –
Net cash acquired with business 26 0.3 –
11.9 –
Net cash outﬂow before ﬁnancing 12.6 7.3
Financing
Net proceeds of IPO 53.3 –
Repayment of loans (90.1) (49.0)
New loans 21.6 48.7
New ﬁnance leases 1.3 0.3
Capital element of ﬁnance lease payments (1.2) (1.3)
(15.1) (1.3)
(Decrease)/increase in cash in the year 29 (2.5) 6.0
Group Cash Flow Statement
For the year ended 31 December 2006 Acertec plc Annual Report and Accounts 2006 19
1. Accounting policies
Basis of preparation
The Accounts have been prepared on a going concern basis under the historical cost convention and in accordance with the
Companies Act 1985 and applicable United Kingdom accounting standards.
Basis of consolidation and basis of accounting
The consolidated accounts include the results of the Company and its subsidiary companies together with the Group’s share
of the results of joint ventures. All accounting periods end on 31 December except for the newly acquired Capital Structures plc,
where the accounting period ends on 30 April. The results of companies acquired or sold during the period are included from
the effective date of acquisition or to the effective date of disposal.
Where an acquisition is made, the net assets of the acquired business are reviewed and fair values are allocated to each asset
category. The fair values are used as the basis for any goodwill calculation.
Changes in accounting policies
The Group has adopted FRS20, ‘Share-based payments’, and FRS22, ‘Presentation of ﬁnancial statements’ for the ﬁrst time in
these ﬁnancial statements. The adoption of these standards represents a change in accounting policy and the comparative ﬁgures
have been restated accordingly.
The effect of the change in accounting policy to adopt FRS20 was to increase staff costs by £0.4m (related tax credit £0.1m),
(2005: increase £0.2m, related tax credit, £0.1m). There is no net impact on shareholders’ funds. There has been no accounting
impact on implementation of FRS22.
Revenue recognition
T urnover, excluding value added tax and discounts, comprises sales to outside customers, and the Group’s percentage interest
in the sales of joint ventures. Revenue generally represents the invoiced value of goods and services charged to customers, net
of returns, early settlement discounts and rebates. Invoices are raised and revenue recognised when goods are despatched,
services rendered or when risks and rewards of ownership otherwise irrevocably passes to the customer and the collectability of
the revenue is reasonably assured. Long-term contracts are included in turnover on the basis of the sales value of work performed
during the year by reference to the total sales value and stage of completion of these contracts.
Tooling
T ooling revenue is included within turnover and the associated costs within cost of sales. Provided that the outcome of tooling projects
can be assessed with reasonable certainty, turnover and proﬁt is recognised on the basis of the following milestones: completion
of the project; once the customer has bought off the tooling; start of production; and at the start of volume production. Any losses
are recognised immediately.
Goodwill
Goodwill, which represents the difference between the cost of acquisitions and the fair value of the net tangible assets acquired,
is capitalised within intangible ﬁxed assets and amortised over its estimated useful economic life, which is currently considered by
the Directors to be between 10 and 20 years. The amortisation charge in respect of group companies is included within administrative
expenses and that relating to joint ventures, where applicable, against the share of operating proﬁts of those companies.
Where the fair value of the net tangible ﬁxed assets acquired exceeds the consideration, the difference is treated as negative
goodwill. This is capitalised and released through the proﬁt and loss account in the period in which the non-monetary assets
acquired are recovered. In the case of ﬁxed assets this is the period over which they are depreciated and in the case of current
assets, the period over which they are sold or otherwise realised.
Notes to the Financial Statements
For the year ended 31 December 2006 20 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
1. Accounting policies continued
Impairment of ﬁxed assets and goodwill
In accordance with FRS 11, the Group performs impairment reviews where there is an indication that the carrying amount of ﬁxed
assets or goodwill may not be recoverable. The impairment review involves using measurement techniques to estimate the asset’s
recoverable amount, based upon the higher of post tax net realisable value and value in use, and comparing that with the carrying
value of the asset.
Where it is established that an asset has been impaired, then an amount equal to the impairment is charged to the proﬁt and
loss account in the year of the impairment.
The recoverable amount of a cash generating unit (“CGU”) is determined based on value in use calculations. These calculations
use cash ﬂow projections based on ﬁnancial budgets approved by management covering a two-year period. Cash ﬂows beyond
the two-year period assume no growth in operating proﬁt. This growth rate will therefore not exceed the long-term average growth
rate for the territory in which the CGU operates. Cash ﬂow projections have been included in the discounted cash ﬂow calculations
for a period of twenty years.
Where an impairment review has been carried out and the recoverable amount has been based on value in use, the Group monitors
the results of the review for the next ﬁve years. If, during this monitoring period, the results of the original impairment review are no
longer considered to be appropriate, then a reversing credit or increased charge is made to the proﬁt and loss account.
Investments
Shares in Group companies are stated as cost less provisions for impairment. The Group’s interest in the net assets of joint ventures
is shown within investments in the consolidated balance sheet. Other investments in unlisted companies, also shown under
investments, are stated at cost less provisions for diminution in value.
Tangible ﬁxed assets and depreciation
T angible ﬁxed assets are stated at cost less accumulated depreciation. Depreciation is provided on a straight line basis at rates
calculated to write-down the tangible ﬁxed assets to their estimated residual value over their estimated useful lives which are: 
Freehold buildings – 33 to 50 years
Leasehold land and buildings – shorter of lease term or 50 years
Plant and equipment – 3 to 15 years
No depreciation is provided on freehold land and assets in the course of construction. Interest is not capitalised.
Operating leases
Operating lease rentals are charged against proﬁt on a straight-line basis over the lease term.
Finance leases
T angible ﬁxed assets held under ﬁnance leases, whereby substantially all the risks and rewards of ownership are transferred, are
treated as if they had been purchased at fair value and depreciated in accordance with the Group’s accounting policy. The capital
element of future lease payments is included in borrowings. The ﬁnance element of lease payments is charged against proﬁt as
interest so as to give a constant rate of charge on the remaining balance of the obligations.
Stocks and long term contracts
Stocks are stated at the lower of cost and net realisable value after allowance for obsolete and slow moving items. Cost is determined
on a ﬁrst-in, ﬁrst-out basis and represents materials and, where appropriate, direct labour and applicable overhead.
Provided that the outcome of long-term contracts can be assessed with reasonable certainty, such contracts are valued at cost
plus attributable proﬁt earned to date. Progress payments received, when greater than recorded turnover, are deducted from the
value of work in progress except to the extent that payments on account exceed the value of work in progress on any contract, where
the excess is included in creditors. The amount by which recorded turnover of long-term contracts is in excess of amounts invoiced
is classiﬁed as ‘amounts recoverable on contracts’ and is separately disclosed within debtors.
Research and development
Research and development expenditure is charged against proﬁt as it is incurred. Acertec plc Annual Report and Accounts 2006 21
Notes to the Financial Statements continued
For the year ended 31 December 2006
1. Accounting policies continued
Provisions
Provisions are made for future costs when in the opinion of the Directors a future transfer of economic beneﬁt by the Group will arise
as a result of a past action or event. Provisions are not discounted.
Foreign currency balances
Balances denominated in foreign currencies which are outstanding at the year end are translated at the rates ruling at that date,
apart from those instances where forward cover has been arranged, when the relevant forward rate is used. Transactions
denominated in foreign currencies occurring during the course of the year are translated into sterling at the rates of exchange ruling
at the dates of those transactions. Exchange differences arising on translation are taken to the proﬁt and loss account.
The trading results of overseas companies are translated into sterling using the average rates of exchange ruling during the relevant
ﬁnancial period. The balance sheets of overseas companies are translated at the rates ruling at the end of each ﬁnancial period.
Exchange gains and losses arising from the use of these different rates are dealt with through reserves.
Financial instruments and ﬁnancing costs
The Group’s operations expose it to a variety of ﬁnancial risks that include the effects of changes in debt market prices, credit risk,
liquidity risk and interest rate risk. The Group has in place a risk management programme that seeks to limit the adverse effects
on the ﬁnancial performance of the Group by monitoring levels of debt ﬁnance and the related ﬁnance costs.
Amounts attributable to non-equity shareholders are presented as a liability and the appropriations arising on these non-equity shares
are included within interest payable and similar charges.
Financial instruments are utilised to support and raise ﬁnances for the Group’s trading operations. Interest is charged or taken to
proﬁt and loss account as incurred or earned, except that ﬁnance costs, including issue costs, of debt instruments are charged
to the proﬁt and loss account over the term of the debt at a constant rate on the carrying amount of debt. Forward contracts are
accounted for at the agreed contract rate.
Deferred taxation
Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or a
right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing
differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in
which they are included in the ﬁnancial statements. Deferred tax is not provided on timing differences arising from the revaluation
of assets where there is no commitment to sell the asset. Deferred tax assets are recognised to the extent that it is regarded as
more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted.
No deferred tax is recognised on the unremitted earnings of overseas subsidiaries, associates and joint ventures. As the earnings
are continually reinvested by the Group, no tax is expected to be payable on them in the foreseeable future.
Pension costs
Pension beneﬁts are provided for Group employees under deﬁned beneﬁt schemes established by trusts which are funded by
contributions from Group companies and employees and which are ﬁnancially separate from the assets of the Group. The
contributions levels are determined by independent qualiﬁed actuaries.
The Group accounts for pension and other post retirement beneﬁts schemes in accordance with FRS 17, ‘Retirement beneﬁts’. For
deﬁned contribution schemes, contributions are charged to the proﬁt and loss account as payable in respect of the accounting period.
For deﬁned beneﬁt schemes the amounts charged to operating proﬁt are the current service costs and gains and losses on
settlements and curtailments. They are included within staff costs and charged to the statutory proﬁt and loss account headings
to which they relate. Past service costs are recognised immediately in the proﬁt and loss account if the beneﬁts have vested. 
If the beneﬁts have not vested immediately, the costs are recognised over the period until vesting occurs. The increase during the
year in the present value of the scheme liabilities arising from the passage of time and the expected return on assets are shown
as a net amount of other ﬁnance costs or credits adjacent to interest. Actuarial gains and losses are recognised immediately in
the statement of total recognised gains and losses. 22 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
1. Accounting policies continued
Pension costs continued
Where deﬁned beneﬁt schemes are funded, the assets of the scheme are held separately from those of the Group, in separate trustee
administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the
projected unit method and discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent
currency and term to the scheme liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance
sheet date. The resulting deﬁned beneﬁt asset or liability, net of the related deferred taxation, is presented separately after other
net assets on the face of the balance sheet.
Where it is not possible to split the scheme assets and liabilities between individual subsidiary companies, the relevant subsidiary
companies account for pensions on a contributions basis.
From 30th March 2004, the Group’s two deﬁned beneﬁt schemes (the Acertec Pension Scheme and the SG Industries Staff
Pension Scheme) were closed to new members and to the accrual of beneﬁts for future service of active members. The assets
of the Acertec and SG Industries Staff Pension Schemes were transferred to two newly formed closed deﬁned beneﬁt pension
schemes set up within the trading subsidiaries, BRC Limited and Stadco Limited. Active members of these two deﬁned beneﬁt
schemes were transferred to deﬁned contribution schemes set up within each trading subsidiary. The Group contributions to the
deﬁned contribution schemes are charged to the proﬁt and loss account as they are incurred.
Share based payments
The Group determines the fair value of the share options granted using the Black-Scholes and Monte-Carlo option-pricing models.
The Group recognises of the cost of share options as an employee beneﬁts expense with a corresponding increase in other reserve
equity over the expected life of the options granted. The proceeds received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium when the options are exercised.
Estimation techniques
The preparation of the ﬁnancial statements requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ﬁnancial statements and the
reported amounts of income and expenditure in the reporting period. Actual results could differ from those estimates. Estimates
are principally used when accounting for pension costs, the useful economic lives of ﬁxed and intangible assets, share based
payment, provisions and, in certain instances, in revenue recognition, primarily in respect of the recognition of tooling revenues. Acertec plc Annual Report and Accounts 2006 23
Notes to the Financial Statements continued
For the year ended 31 December 2006
2. Segmental analysis
Year ended 31 December 2006
Continuing Discontinued 
operations operations Total
£m £m £m
Turnover
Business analysis
BRC division 183.9 – 183.9
Group 166.3 – 166.3
Joint ventures 17.6 – 17.6
Stadco division 140.8 4.1 144.9
Steel Wire division – 20.6 20.6
Total turnover 324.7 24.7 349.4
Group 307.0 24.7 331.7
Joint ventures 17.7 – 17.7
Geographical analysis
United Kingdom 245.2 24.7 269.9
Europe 40.4 – 40.4
Group 27.2 – 27.2
Joint ventures 13.2 – 13.2
South East Asia 39.1 – 39.1
Group 34.6 – 34.6
Joint ventures 4.5 – 4.5
Total turnover 324.7 24.7 349.4
Group 307.0 24.7 331.7
Joint ventures 17.7 – 17.7
There is no signiﬁcant inter-segment turnover. 24 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
2. Segmental analysis continued
Year ended 31 December 2006
Continuing operations Discontinued operations Total
Before goodwill After goodwill Before goodwill After goodwill Before goodwill After goodwill
amortisation amortisation amortisation amortisation amortisation amortisation &
& exceptional & exceptional & exceptional & exceptional & exceptional & exceptional
items items items items items items
£m £m £m £m £m £m
Business analysis
BRC division 9.2 8.0 – – 9.2 8.0
Group 7.4 6.2 – – 7.4 6.2
Joint ventures 1.8 1.8 – – 1.8 1.8
Stadco division 10.5 10.6 (0.8) (0.7) 9.7 9.9
Steel Wire division – – (1.0) (1.2) (1.0) (1.2)
Central and other unallocated costs (3.5) (6.5) – – (3.5) (6.5)
Total operating proﬁt/(loss) 16.2 12.1 (1.8) (1.9) 14.4 10.2
Loss on disposal of operation – – – (5.8) – (5.8)
Proﬁt on sale of ﬁxed assets – 0.1 – – – 0.1
Net ﬁnance charges (4.5) (2.3) – – (4.5) (2.3)
Proﬁt/(loss) before tax 11.7 9.9 (1.8) (7.7) 9.9 2.2
Group 9.9 8.1 (1.8) (7.7) 8.1 0.4
Joint ventures 1.8 1.8 – – 1.8 1.8
Geographical analysis
United Kingdom 4.1 0.8 (1.8) (1.9) 2.3 (1.1)
Europe 9.9 9.8 – – 9.9 9.8
Group 8.2 8.1 – – 8.2 8.1
Joint ventures 1.7 1.7 – – 1.7 1.7
South East Asia 2.2 1.5 – – 2.2 1.5
Group 2.1 1.4 – – 2.1 1.4
Joint ventures 0.1 0.1 – – 0.1 0.1
Total operating proﬁt/(loss) 16.2 12.1 (1.8) (1.9) 14.4 10.2
Loss on disposal of operation – – – (5.8) – (5.8)
Proﬁt on sale of ﬁxed assets – 0.1 – – – 0.1
Net ﬁnance charges (4.5) (2.3) – – (4.5) (2.3)
Proﬁt/(loss) before tax 11.7 9.9 (1.8) (7.7) 9.9 2.2
Group 9.9 8.1 (1.8) (7.7) 8.1 0.4
Joint ventures 1.8 1.8 – – 1.8 1.8
The discontinued operations segmental analysis for the Stadco division relates to Stadco Birmingham Pressings Limited which was
sold on 7 April 2006.
The discontinued operations segmental analysis for the Steel Wire division relates to Carrington Wire Limited which was sold on
10 April 2006.
Included within the BRC division are the joint venture businesses, BRC McMahon Reinforcements Ltd (Ireland) and Anhui BRC
& Masteel Weldmesh Co.Ltd (China).
The newly acquired subsidiary, Capital Structures plc is included within the BRC division and United Kingdom segments. Acertec plc Annual Report and Accounts 2006 25
Notes to the Financial Statements continued
For the year ended 31 December 2006
2. Segmental analysis continued
The Group’s share of BRC McMahon Reinforcements Ltd is as follow: 
2006 2005
£m £m
Turnover 13.2 9.0
Fixed assets 2.4 1.0
Current assets 5.4 4.3
Current liabilities (4.3) (3.2)
Long term liabilities and provisions (1.7) (0.4)
Share of net assets 1.8 1.7
Analysis of total operating proﬁt – year ended 31 December 2006
Continuing Discontinued 
operations operations T otal
£m £m £m
Turnover (including share of joint ventures) 324.7 24.7 349.4
Less: Share of turnover of joint ventures (17.7) – (17.7)
Group turnover 307.0 24.7 331.7
Cost of sales (252.0) (19.0) (271.0)
Gross proﬁt 55.0 5.7 60.7
Distribution costs (11.4) (5.6) (17.0)
Administrative expenses (33.3) (2.0) (35.3)
Group operating proﬁt/(loss) 10.3 (1.9) 8.4
Share of operating proﬁt of joint ventures 1.8 – 1.8
T otal operating proﬁt before goodwill amortisation and exceptional items 16.2 (1.8) 14.4
Goodwill amortisation (1.0) (0.1) (1.1)
Operating exceptional items (3.1) – (3.1)
Total operating proﬁt/(loss): Group and share of joint ventures 12.1 (1.9) 10.2
Group 10.3 (1.9) 8.4
Joint ventures 1.8 – 1.8 26 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
2. Segmental analysis continued
31 December 2006
Assets employed Assets employed 
excluding goodwill including goodwill 
£m £m
Net assets/(liabilities)
Business analysis
BRC division 29.8 42.5
Group 25.8 38.5
Joint ventures 4.0 4.0
Stadco division 40.1 42.0
Steel Wire division ––
Central net liabilities (56.2) (56.2)
Net assets 13.7 28.3
Group 9.7 24.3
Joint ventures 4.0 4.0
Geographical analysis
United Kingdom 35.1 40.6
Europe 18.4 19.2
Group 16.6 17.4
Joint ventures 1.8 1.8
South East Asia 16.4 24.7
Group 14.2 22.5
Joint ventures 2.2 2.2
69.9 84.5
Central net liabilities (56.2) (56.2)
Net assets 13.7 28.3
Group 9.7 24.3
Joint ventures 4.0 4.0
All of the above balances relate to continuing operations. Acertec plc Annual Report and Accounts 2006 27
Notes to the Financial Statements continued
For the year ended 31 December 2006
2. Segmental analysis continued
Year ended 31 December 2005
Continuing Discontinued 
operations operations T otal
£m £m £m
Turnover
Business analysis
BRC division 141.6 – 141.6
Group 127.3 – 127.3
Joint ventures 14.3 – 14.3
Stadco division 139.2 21.2 160.4
Steel Wire division – 81.2 81.2
Total turnover 280.8 102.4 383.2
Group 266.5 102.4 368.9
Joint ventures 14.3 – 14.3
Geographical analysis
United Kingdom 213.6 102.4 316.0
Europe 36.6 – 36.6
Group 27.6 – 27.6
Joint ventures 9.0 – 9.0
South East Asia 30.6 – 30.6
Group 25.2 – 25.2
Joint ventures 5.4 – 5.4
Total turnover 280.8 102.4 383.2
Group 266.5 102.4 368.9
Joint ventures 14.3 – 14.3
There is no signiﬁcant inter-segment turnover. 28 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
2. Segmental analysis continued
Year ended 31 December 2005
Continuing operations Discontinued operations T otal
Before goodwill After goodwill Before goodwill After goodwill Before goodwill After goodwill
amortisation amortisation amortisation amortisation amortisation amortisation &
& exceptional & exceptional & exceptional & exceptional & exceptional & exceptional
items items items items items items
£m £m £m £m £m £m
Business analysis
BRC division 8.3 7.5 – – 8.3 7.5
Group 6.5 5.7 – – 6.5 5.7
Joint ventures 1.8 1.8 – – 1.8 1.8
Stadco division 6.3 (5.5) 0.5 (1.1) 6.8 (6.6)
Steel Wire division – – 0.5 (0.9) 0.5 (0.9)
Central and other unallocated costs (2.1) (3.5) – – (2.1) (3.5)
Total operating proﬁt/(loss) 12.5 (1.5) 1.0 (2.0) 13.5 (3.5)
Proﬁt on disposal of operation – – – 11.1 – 11.1
Net ﬁnance charges (10.7) (9.9) – – (10.7) (9.9)
Proﬁt/(loss) before tax 1.8 (11.4) 1.0 9.1 2.8 (2.3)
Group – (13.2) 1.0 9.1 1.0 (4.1)
Joint ventures 1.8 1.8 – – 1.8 1.8
Geographical analysis
United Kingdom 2.0 (11.4) 1.0 (2.0) 3.0 (13.4)
Europe 8.8 8.8 – – 8.8 8.8
Group 7.1 7.1 – – 7.1 7.1
Joint ventures 1.7 1.7 – – 1.7 1.7
South East Asia 1.7 1.1 – – 1.7 1.1
Group 1.6 1.0 – – 1.6 1.0
Joint ventures 0.1 0.1 – – 0.1 0.1
Total operating proﬁt/(loss) 12.5 (1.5) 1.0 (2.0) 13.5 (3.5)
Proﬁt on disposal of operation – – – 11.1 – 11.1
Net ﬁnance charges (10.7) (9.9) – – (10.7) (9.9)
Proﬁt/(loss) before tax 1.8 (11.4) 1.0 9.1 2.8 (2.3)
Group – (13.2) 1.0 9.1 1.0 (4.1)
Joint ventures 1.8 1.8 – – 1.8 1.8
The discontinued operations segmental analysis for the Stadco division relates to Stadco Birmingham Pressings Limited which was
sold on 7 April 2006.
The discontinued operations segmental analysis for the Steel Wire division relates to Carrington Wire Limited which was sold on
10 April 2006.
Included within the BRC division are the joint venture businesses, BRC McMahon Reinforcements Ltd (Ireland) and Anhui BRC
& Masteel Weldmesh Co.Ltd (China). Acertec plc Annual Report and Accounts 2006 29
Notes to the Financial Statements continued
For the year ended 31 December 2006
2. Segmental analysis continued
Analysis of total operating proﬁt – year ended 31 December 2005
Continuing Discontinued 
operations operations T otal
£m £m £m
Turnover (including share of joint ventures) 280.8 102.4 383.2
Less: Share of turnover of joint ventures (14.3) – (14.3)
Group turnover 266.5 102.4 368.9
Cost of sales (222.3) (89.7) (312.0)
Gross proﬁt 44.2 12.7 56.9
Distribution costs (9.5) (7.8) (17.3)
Administrative expenses (38.0) (6.9) (44.9)
Group operating proﬁt/(loss) (3.3) (2.0) (5.3)
Share of operating proﬁt of joint ventures 1.8 – 1.8
T otal operating proﬁt before goodwill amortisation and exceptional items 12.5 1.0 13.5
Goodwill amortisation (0.6) (0.2) (0.8)
Operating exceptional items (13.4) (2.8) (16.2)
T otal operating proﬁt/(loss): Group and share of joint ventures (1.5) (2.0) (3.5)
Group (3.3) (2.0) (5.3)
Joint ventures 1.8 – 1.8
Year ended 31 December 2005
Continuing operations Discontinued operations T otal
Assets Assets Assets Assets Assets Assets
employed employed employed employed employed employed
excluding including excluding including excluding including
goodwill goodwill goodwill goodwill goodwill goodwill
£m £m £m £m £m £m
Business analysis
BRC division 20.2 31.2 – – 20.2 31.2
Group 16.2 27.2 – – 16.2 27.2
Joint ventures 4.0 4.0 – – 4.0 4.0
Stadco division 41.2 42.9 3.8 3.3 45.0 46.2
Steel Wire division – – 16.0 19.1 16.0 19.1
Central net liabilities (118.3) (118.3) – – (118.3) (118.3)
Net (liabilities)/assets (56.9) (44.2) 19.8 22.4 (37.1) (21.8)
Group (60.9) (48.2) 19.8 22.4 (41.1) (25.8)
Joint ventures 4.0 4.0 – – 4.0 4.0
Geographical analysis
United Kingdom 27.6 30.3 19.8 22.4 47.4 52.7
Europe 20.7 21.6 – – 20.7 21.6
Group 19.1 20.0 – – 19.1 20.0
Joint ventures 1.6 1.6 – – 1.6 1.6
South East Asia 13.1 22.2 – – 13.1 22.2
Group 10.7 19.8 – – 10.7 19.8
Joint ventures 2.4 2.4 – – 2.4 2.4
61.4 74.1 19.8 22.4 81.2 96.5
Central net liabilities (118.3) (118.3) – – (118.3) (118.3)
Net (liabilities)/assets (56.9) (44.2) 19.8 22.4 (37.1) (21.8)
Group (60.9) (48.2) 19.8 22.4 (41.1) (25.8)
Joint ventures 4.0 4.0 – – 4.0 4.0 30 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
2. Segmental analysis continued
Central net liabilities comprise liabilities, partially offset by assets that cannot practically be divided between the segments. These
liabilities and assets are: 
2006 2005
£m £m
Corporation tax (6.3) (3.4)
Deferred tax 1.8 4.2
Provisions for uninsured losses (note 18) (0.8) (1.3)
Central creditors and accruals (2.8) (0.6)
Prepaid IPO costs – 1.3
Net debt (note 15) (48.1) (118.5)
(56.2) (118.3)
T urnover by geographical markets supplied
2006 2005
£m £m
United Kingdom 262.4 281.5
Germany 29.3 34.4
France 1.8 7.9
Other European countries 3.0 13.6
Singapore 34.4 25.0
China – 0.7
Africa – 1.0
USA 0.2 1.4
Other 0.6 3.4
331.7 368.9
3. Group operating proﬁt/(loss)
2006 2005
£m £m
Group operating proﬁt/(loss) is stated after charging/(crediting)
Amortisation of goodwill 1.7 1.6
Amortisation of negative goodwill (0.6) (0.8)
Cost of sales – exceptional items (note 4): 
- restructuring of Stadco – 5.5
Administrative expenses – exceptional items (note 4): 
- restructuring of Carrington Wire – 1.1
- restructuring of Stadco – 8.2
- IPO costs 3.1 1.4
Depreciation of tangible ﬁxed assets: 
- owned assets 7.7 9.8
- leased assets 1.1 0.5
Operating lease rentals: 
- plant and machinery 1.3 1.4
- other 3.3 5.3
Research and development expenditure 0.2 0.1
Auditors’ remuneration: 
- audit services for Acertec plc 0.2 0.4
- audit services for subsidiaries 0.2 –
- further assurance services 0.1 1.3
- tax compliance 0.1 0.2
- tax advisory 0.2 0.3
- non-tax advisory – 0.1
It is the Group’s practice to employ PricewaterhouseCoopers LLP on assignments additional to their statutory audit duties where
their expertise and experience with the Group are important, principally tax advice and certain assurance related work. Acertec plc Annual Report and Accounts 2006 31
Notes to the Financial Statements continued
For the year ended 31 December 2006
4. Exceptional items
2006 2005
£m £m
Operating exceptional items: 
Restructuring of Carrington Wire – 1.1
Restructuring of Stadco – 13.7
Costs in relation to IPO 3.1 1.4
3.1 16.2
Non-operating exceptional items: 
Loss on disposal of Carrington Wire (note 27) 5.2 –
Loss on disposal of Stadco Birmingham Pressings Limited (note 27) 0.6 –
Proﬁt on disposal of ﬁxed assets (0.1) (11.1)
Total operating and non-operating exceptional items 8.8 5.1
Exceptional interest receivable (note 6) (2.2) (0.8)
Costs in relation to IPO
On 16 May 2006, bonuses of £3.1m (tax impact: nil) were paid to management as a result of the IPO (see also note 6).
During 2005, the Group incurred £2.7m (tax impact: nil) of costs in respect of professional advice in relation to the proposed IPO.
Amounts totalling £1.4m (tax impact: nil) were written off in 2005 and costs of £1.3m (tax impact: nil) were carried forward within
prepayments at the year end. The carried forward costs were ultimately treated as a deduction from the share premium account
during 2006.
Sale of Stadco Birmingham Pressings Limited
In December 2005, the assets of Stadco Birmingham Pressings Limited were impaired by £0.9m. On 7 April 2006, the Group sold
its 80.1 per cent. interest in Stadco Birmingham Pressings Limited to LDV Holdings Limited. The consideration for the shares sold
was £1. In addition, LDV Holdings Limited procured the payment by Stadco Birmingham Pressings Limited of £0.4m of outstanding
debts owed to the Group. The Group waived all other debt owed to it by Stadco Birmingham Pressings Limited and gave customary
warranties to LDV Holdings Limited, liability was capped at £0.4m plus any amounts paid to the Group under the supply agreement
and co-operation agreement in the year following the date of the disposal. There was a loss on disposal of £0.6m (tax impact: nil)
in the current period.
Sale of Carrington Wire Limited
On 10 April 2006, the Group sold the entire share capital of Carrington Wire Limited for £20.1m, including £5.8m by way of repayment
of debt, and incurred a loss on disposal of £5.2m (tax impact: nil) after paying fees and a working capital adjustment of £2.9m in
accordance with the share sale agreement. At the date of disposal there was a deﬁcit in the Carrington Wire pension scheme of
£3.8m (net of deferred tax).
Proﬁt on disposal of ﬁxed assets
During the year, a proﬁt of £0.1m (related tax charge nil), (2005: £11.1m, related tax credit £0.3m) was realised on the disposal
of ﬁxed assets.
Restructuring costs – year ended 31 December 2005
Carrington Wire Limited completed a programme of restructuring in 2005 following the closure and ultimate sale of its Warrington
site, which resulted in restructuring costs and a proﬁt on disposal of the site (as set out above).
Stadco conducted a programme of restructuring in 2005 following the closure of a major customer , MG Rover Group. Restructuring
costs of £13.7m (tax credit £2.5m) largely comprised redundancy costs and asset write offs.
During 2006, additional costs were incurred of £1.2m, which have been offset by releases of £1.2m of accruals that are no longer
required. 32 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
5. Staff costs
Employee information
2006 2005
Average number of persons employed during the year
Production 1,845 2,225
Sales and distribution 251 254
Administration 259 330
2,355 2,809
Cost of the above employees
£m £m
Wages and salaries 58.3 70.2
Social security costs 7.2 8.3
Other pension costs 2.5 2.6
68.0 81.1
The wages and salaries for 2005 include £5.3m in relation to redundancy costs incurred as part of the restructuring noted in Note 4.
Aggregate emoluments earned by the Directors of the Company in the year amounted to £4.2m (2005: £0.7m), of which £2.3m
(2005: £0.3m) related to the highest paid Director . Fees paid to H.M. Lang in 2006 included £60,000 termination payment. Directors’
fees for S.N.A. Leefe were paid to Candover Services Limited. None of the Directors of the Company participate in any of the
Company’s pension schemes. Further details in respect of Directors’ emoluments is given in the Directors’ Remuneration report
section of the Annual Report.
There were no employees of the Company during the year (2005: none).
6. Net interest payable and similar charges
2006 2005
£m £m
Interest payable and similar charges
Bank loans and overdrafts 3.1 3.4
Other loans 1.8 4.4
Finance leases 0.2 0.2
Dividend on Cumulative Convertible Participating Preferred Ordinary shares – 0.2
Other interest payable 0.5 2.2
5.6 10.4
Interest receivable and similar income
Other interest receivable (1.0) (0.1)
Net interest payable – before exceptional items 4.6 10.3
Interest receivable – exceptional (2.2) (0.8)
2.4 9.5
Other ﬁnance (income)/costs (0.1) 0.4
Group 2.3 9.9
Share of joint ventures interest – –
Net interest payable 2.3 9.9
Note a: The exceptional items relate to the reduction in the redemption premium on management loan notes that were issued to
certain members of management through Acertec Management Limited. The provision for the premium was based on the
value of the underlying businesses and was payable in the event of a sale of, or on the employee leaving, the business.
Prior to the IPO, during 2006, the remaining management loan notes were repaid at par (£0.3m) and cancelled with the
agreement of the loan note holders, resulting in a decrease in the redemption premium of £2.2m in the year . The beneﬁciaries
of the loan notes subsequently received bonus payments (note 4).
Note b: Other interest payable includes amortisation of bank arrangement fees of £0.5m (2005: £0.5m) in relation to the Group’s
re-ﬁnancing in November 2005, other interest receivable includes exchange gains of £0.9m (2005: £1.2m exchange
losses included in other interest payable) and other ﬁnance income of £0.1m (2005: £0.4m costs) which relate to the Group
pension schemes (note 33). Acertec plc Annual Report and Accounts 2006 33
Notes to the Financial Statements continued
For the year ended 31 December 2006
7. Taxation on proﬁt/(loss) on ordinary activities
(a) Analysis of tax charge/(credit) in the year
2006 2005
£m £m
Current tax
UK Corporation T ax at 30% (2005: 30%) 0.3 1.3
Share of joint ventures taxation 0.2 0.2
Adjustments in respect of prior years (0.6) (0.1)
Double taxation relief (0.3) (0.8)
Overseas taxation 3.2 2.0
T otal current tax 2.8 2.6
Deferred taxation
Origination and reversal of timing differences 2.0 (3.9)
Adjustment in respect of prior years 0.1 0.9
T otal deferred taxation (note 19) 2.1 (3.0)
T ax on proﬁt/(loss) on ordinary activities 4.9 (0.4)
(b) Factors affecting the current tax charge for the year
2005
2006 restated
£m £m
Proﬁt/(loss) on ordinary activities before tax 2.2 (2.3)
Proﬁt/(loss) on ordinary activities before tax at 30% (2005: 30%) 0.7 (0.7)
Effects of: 
Expenses not deductible for tax purposes 2.0 1.0
Impact of different tax rates in overseas subsidiary companies 0.2 (0.3)
Average lower tax rates in overseas joint ventures (0.4) (0.3)
Deferred tax origination and reversal of timing differences 0.9 2.6
Deferred tax not provided – 0.4
Adjustments in respect of prior years (0.6) (0.1)
T otal current tax charge for year 2.8 2.6
8. Dividends
The Directors are proposing a ﬁnal dividend in respect of the ﬁnancial year ending 31 December 2006 of 5p per share (2005: nil),
estimated to absorb £2.6m (2005: nil) of shareholders’ funds. Assuming shareholder approval is obtained, it will be paid on 25
May 2007 to shareholders who are on the register of members at 27 April 2007. 34 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
9. Intangible ﬁxed assets – Goodwill
Group
£m
Goodwill
At 1 January 2006 37.6
Additions (note 26) 2.7
Disposals (note 27) (11.9)
At 31 December 2006 28.4
Amortisation
At 1 January 2006 19.3
Disposals (note 27) (9.2)
Charge for the year 1.7
At 31 December 2006 11.8
Net book value
At 31 December 2006 16.6
At 31 December 2005 18.3
Negative goodwill
At 1 January 2006 (4.1)
Disposals (note 27) 0.4
At 31 December 2006 (3.7)
Amortisation
At 1 January 2006 (1.2)
Credit for the year (0.6)
Disposals (note 27) 0.1
At 31 December 2006 (1.7)
Net book value
At 31 December 2006 (2.0)
At 31 December 2005 (3.0)
Negative goodwill is being amortised over the estimated useful lives of the tangible ﬁxed assets to which it relates.
There were no intangible ﬁxed assets within the Company. Acertec plc Annual Report and Accounts 2006 35
Notes to the Financial Statements continued
For the year ended 31 December 2006
10. Tangible ﬁxed assets
Land and buildings
Assets in
Long Short Plant and the course of
Freehold leasehold leasehold equipment construction T otal
£m £m £m £m £m £m
Group
Cost
At 1 January 2006 26.8 4.0 0.9 97.6 1.5 130.8
Additions 0.2 1.3 0.1 2.7 7.5 11.8
Acquisition of business (note 26) – – – 0.3 – 0.3
Disposals – – (0.2) (4.0) (0.1) (4.3)
Disposal of businesses (note 27) (7.9) – – (35.2) (0.6) (43.7)
Reclassiﬁcation 0.1 – – 0.8 (0.9) –
Foreign exchange differences – (0.2) – (1.3) – (1.5)
At 31 December 2006 19.2 5.1 0.8 60.9 7.4 93.4
Accumulated Depreciation
At 1 January 2006 1.3 1.8 0.4 41.9 – 45.4
Charge for the year 0.4 0.2 0.1 8.1 – 8.8
Disposals – – (0.2) (3.9) – (4.1)
Disposal of businesses (note 27) (1.0) – – (25.1) – (26.1)
Foreign exchange differences – (0.1) – (0.8) – (0.9)
At 31 December 2006 0.7 1.9 0.3 20.2 – 23.1
Net book amount
At 31 December 2006 18.5 3.2 0.5 40.7 7.4 70.3
At 31 December 2005 25.5 2.2 0.5 55.7 1.5 85.4
There are no tangible ﬁxed assets within the Company.
Freehold land which was not depreciated at 31 December 2006 amounted to £4.9m (2005: £5.9m). The net book amount of Group
assets held under ﬁnance leases as at 31 December 2006 was £2.8m (2005: £3.4m).
The acquisition of business relates to assets purchased with Capital Structures plc (note 26).
The disposal of businesses relates to assets sold with Stadco Birmingham Pressings Limited and Carrington Wire Limited (note 27)
Group capital expenditure committed at 31 December 2006 but not provided for within these accounts was £0.3m (2005: £0.4m).
The Company had no such commitments.
11. Operating lease commitments
2006 2005
Land and Plant and Land and Plant and
buildings equipment buildings equipment
£m £m £m £m
Amounts due within one year in respect of non-cancellable 
group leases which expire
Within one year 0.3 0.2 0.1 0.6
Between one and ﬁve years 2.7 0.6 1.1 1.2
After ﬁve years 0.6 – 3.8 –
3.6 0.8 5.0 1.8
There were no operating lease commitments within the Company. 36 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
12. Investments
Shares in group Interest in Other investments 
companies joint ventures (unlisted) T otal
£m £m £m £m
Group
Gross and net book amount
At 1 January 2006 – 4.0 0.2 4.2
Share of proﬁt for the year – 0.3 – 0.3
Foreign exchange translation differences – (0.3) – (0.3)
At 31 December 2006 – 4.0 0.2 4.2
Parent company
At 1 January 2006 and 31 December 2006 0.5 – – 0.5
The Group’s interest in the net assets of the joint ventures at 31 December 2006 include £3.3m of ﬁxed assets (2005: £2.0m),
£8.2m of current assets (2005: £6.7m), £5.8m of liabilities due within one year (2005: £3.4m) and £1.7m of liabilities due within
more than one year (2005: £1.3m).
Details of group companies are set out in Note 34.
13. Stocks
2006 2005
£m £m
Raw materials 21.9 19.9
Work in progress 1.7 1.7
Finished goods 4.9 8.6
28.5 30.2
In the opinion of the Directors, the replacement cost of stocks is not materially different from their carrying value. There are no
stocks within the Company.
14. Debtors
2006 2005
Group Company Group Company
£m £m £m £m
Amounts due in less than one year
Trade debtors 41.9 – 51.1 –
Amounts owed by subsidiary companies – 64.3 – 3.5
Amounts owed by joint ventures 0.2 – 0.3 –
Other taxation recoverable 0.8 – 1.1 –
Prepayments and accrued income 2.4 – 3.2 –
Other debtors 0.6 – 2.6 –
45.9 64.3 58.3 3.5
Amounts due after more than one year
Trade debtors 0.3 – ––
Other debtors –– 1.1 –
Deferred tax excluding deferred tax asset on pension scheme (note 19) 1.8 – 4.2 –
2.1 – 5.3 –
T otal debtors 48.0 64.3 63.6 3.5
Trade debtors after more than one year relate to trade debtors on long term contracts within the subsidiary company, Capital
Structures plc. Acertec plc Annual Report and Accounts 2006 37
Notes to the Financial Statements continued
For the year ended 31 December 2006
15. Borrowings
2006 2005
£m £m
Group
Borrowings falling due within one year
Bank overdrafts 4.2 54.5
Bank loans 4.2 6.7
Other loans 0.2 26.4
Obligations under ﬁnance leases 1.0 1.0
9.6 88.6
Borrowings falling due after more than one year
Bank loans
– In more than one year but not more than two years 56.3 0.2
– In more than two years but not more than ﬁve years 0.5 41.1
– In more than ﬁve years – –
56.8 41.3
Other loans
– In more than one year but not more than two years – –
– In more than two years but not more than ﬁve years – 35.4
– In more than ﬁve years – 24.4
– 59.8
Obligations under ﬁnance leases
– In more than one year but not more than two years 0.8 0.7
– Between two and ﬁve years 0.9 0.9
1.7 1.6
58.5 102.7
Total borrowings 68.1 191.3
Cash at bank and in hand (20.0) (72.8)
Net debt 48.1 118.5
Cash at bank and in hand includes £6.0m (2005: nil) relating to the Company and borrowings falling due within one year include
£0.2m (2005: £0.2m) relating to the Company.
Directly attributable fees and other ﬁnance costs of £0.8m (2005: £0.8m) have been deducted to arrive at the outstanding borrowings
shown above.
In November 2005, the Group entered into a new £90m banking arrangement with Barclays Bank. In 2006, on IPO, the Barclays
Bank facility was reduced to £80m comprising a revolving facility (£73m) with a 3 year term and an overdraft facility (£7m) with
a one year term.
Bank loans include UK loans and overdraft denominated in £ sterling and Singapore $, and overseas loans and overdraft
denominated in Euros and in Singapore $. The UK loans attract interest at 0.8% (2005: 0.8%) above the relevant base rate and there
are no scheduled repayments during the loan period. Overseas Singapore $ borrowings have a mix of interest rates of between
4.73% and 4.88% (2005: 3.67% and 4.57%), the majority of which will be fully repaid during 2007.
Included in other loans in 2005 are Candover 5% Loan Notes 2009 of £59.1m. The Candover Loan Notes, which were subordinated
to the bank loans, were repaid together with interest of £23.5m at the time of the IPO.
Other loans falling due within one year, shown in 2005, include a redemption premium payable of £3.9m in connection with loan
notes, with an initial value of £0.3m, issued to certain members of management (note 4). £1.7m was paid on the redemption of
certain of the loan notes on the disposal of Carrington Wire Limited in 2006, which had been charged to interest in previous
periods. Prior to the IPO, during 2006, the remaining management loan notes were repaid at par (£0.3m) and cancelled with the
agreement of the loan note holders, resulting in a decrease in the redemption premium of £2.2m in the year.
Other loans in 2005 also include a loan from LDV Limited to Stadco Birmingham Pressings Limited for £1.0m which attracted interest
at 2% above base rate. The loans from LDV were waived as part of the disposal of Stadco Birmingham Pressings Limited in 2006. 38 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
15. Borrowings continued
Secured borrowings
All the balances included in the table of borrowings are secured by charges against the total assets of the Group, with the exception
of the ﬁnance lease liabilities, which are secured against the speciﬁc tangible ﬁxed assets to which they relate, and certain unsecured
liabilities. At 31 December 2006, the unsecured liabilities include certain borrowings by the subsidiary, BRC Asia Limited, amounting
to £4.8m (2005: £2.6m).
Cumulative Convertible Participating Preferred Ordinary shares
At 31 December 2005, 10,255 Cumulative Convertible Participating Preferred Ordinary (CCPPO) shares of 1p each were in issue.
On IPO, the CCPPO shares were converted into 11,565,936 ordinary shares of 10p each.
In 2005, included within borrowings due within one year (for the Group and the Company) is the share capital of the 10,255
CCPPO shares of 1p each and ﬁxed cumulative dividends on those shares of £0.2m (£0.1m for each of 2004 and 2005). Under
the previous Articles of Association of the Company, CCPPO dividends of £0.1m per year were payable from 1 January 2004. The
CCPPO shares were converted to ordinary shares on IPO.
16. Creditors
2006 2005
Group Company Group Company
£m £m £m £m
Amounts falling due within one year
Trade creditors 49.5 – 53.1 –
Amounts owed to subsidiary companies – 0.6 – 0.5
Amounts owed to joint ventures 0.1 – 0.1 –
Payments on account in relation to long term contracts –– 0.5 –
Corporate taxation 6.3 – 3.4 –
Other taxation and social security 3.0 – 3.5 –
Accruals and deferred income 12.3 – 12.7 –
Other creditors 4.0 7.0 4.3 6.5
75.2 7.6 77.6 7.0
Amounts falling due after more than one year
Other creditors 0.1 – 0.2 –
Other creditors due within one year , for the Company, relate to the amount likely to be called on under a guarantee to pay the debts
of a subsidiary company, Acertec Management Limited, as they fall due.
17. Financial instruments
Short-term debtors and creditors
Short-term debtors and creditors have not been disclosed as ﬁnancial instruments where they have met the criteria for exclusion
as set out in FRS 13 ‘Derivatives and other ﬁnancial investments: disclosures’ and the Companies Act 1985.
The interest rate risk proﬁle of ﬁnancial liabilities
The interest rate risk proﬁle of the Group’s ﬁnancial liabilities were as follows: 
Floating rate Fixed rate Financial liabilities 
ﬁnancial ﬁnancial on which no
T otal liabilities liabilities interest is paid
£m £m £m £m
Sterling 158.8 71.0 83.4 4.4
Euro 16.4 16.4 – –
Singapore dollars 16.1 13.5 2.6 –
Financial liabilities at 31 December 2005 191.3 100.9 86.0 4.4
Sterling 31.4 28.7 2.7 –
Euro 19.4 19.4 – –
Singapore dollars 17.3 12.5 4.8 –
Financial liabilities at 31 December 2006 68.1 60.6 7.5 – Acertec plc Annual Report and Accounts 2006 39
Notes to the Financial Statements continued
For the year ended 31 December 2006
17. Financial instruments continued
Interest rates composition of ﬁnancial liabilities
Fixed rate Financial liabilities 
Floating rate Fixed rate ﬁnancial liabilities on which no
liabilities liabilities Weighted average interest is paid
Weighted average Weighted average period for which Weighted average
interest rate interest rate rate is ﬁxed term to maturity
% % (Years) (Years)
Sterling 5541
Euro 362 –
Singapore dollars 4 4 1 –
Financial liabilities at 31 December 2005 5541
Sterling 6 7 1 –
Euro 461 –
Singapore dollars 4 5 1 –
Financial liabilities at 31 December 2006 5 6 1 –
Interest rate risks of ﬁnancial assets
At 31 December 2006 At 31 December 2005
Cash at bank Cash at bank
and in hand Other Total and in hand Other T otal
£m £m £m £m £m £m
Sterling 17.7 – 17.7 66.4 1.1 67.5
Euro 1.3 – 1.3 4.4 – 4.4
Singapore dollar 0.7 0.2 0.9 1.5 0.2 1.7
Other 0.3 – 0.3 0.5 – 0.5
20.0 0.2 20.2 72.8 1.3 74.1
The above ﬁnancial assets are all priced at ﬂoating rates and interest rates reset and/maturity dates within one year . Other currencies
include Central European countries and Australia. No other currency represents a signiﬁcant amount. As a result, all gains and losses
arising on these hedges are recognised in the consolidated proﬁt and loss account as and when they arise and therefore there is
no unrecognised gains or losses at any of the year end dates.
Maturity of ﬁnancial liabilities
The maturity proﬁle of the carrying value of the Group’s ﬁnancial liabilities, other than short-term trade creditors and accruals at
31 December was: 
Within Between Between Over
one year 1–2 Years 2–5 Years ﬁve years T otal
£m £m £m £m £m
Bank overdraft 54.5––– 54.5
Bank loans 6.7 0.2 41.1 – 48.0
Other loans 26.1 – 35.4 24.4 85.9
Obligations under ﬁnance lease 1.0 0.7 0.9 – 2.6
Other ﬁnancial liabilities 0.3––– 0.3
At 31 December 2005 88.6 0.9 77.4 24.4 191.3
Bank overdraft 4.2––– 4.2
Bank loans 4.2 56.3 0.5 – 61.0
Other loans 0.2––– 0.2
Obligations under ﬁnance lease 1.0 0.8 0.9 – 2.7
At 31 December 2006 9.6 57.1 1.4 – 68.1 40 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
17. Financial instruments continued
Borrowing facilities
The Group had the following undrawn committed borrowing facilities available in respect of which all conditions precedent had
been met at the relevant year end date: 
Floating rate
£m
Undrawn Sterling facility at 31 December 2005 63.9
Undrawn Sterling facility at 31 December 2006 37.8
Fair values of ﬁnancial assets and ﬁnancial liabilities
At 31 December 2006 At 31 December 2005
Book value Fair value Book value Fair value
£m £m £m £m
Loan notes and accrued interest –– 80.8 80.8
Bank loans and overdraft 65.2 65.2 102.5 102.5
Obligations under ﬁnance lease 2.7 2.5 2.6 2.6
Other loans 0.2 0.2 5.1 5.1
Other ﬁnancial liabilities –– 0.3 0.3
Cash deposits (20.0) (20.0) (72.8) (72.8)
Other ﬁnancial assets (0.2) (0.2) (1.3) (1.3)
47.9 47.7 117.2 117.2
The book value of ﬁnancial assets and ﬁnancial liabilities includes net debt £48.1m (2005: £118.5m) (note 15), other debtors due
after more than one year £nil (2005: £1.1m) (note 14) and other investments £0.2m (2005: £0.2m) (note 12).
Fair values have been established as follows: 
Loan notes and accrued interest; preference shares at book value as interest/dividends are payable at an appropriate risk
premium above that of secured debt.
Bank loans and overdrafts at book value as interest in payable on a LIBOR plus basis.
Unquoted investments at book value as this is deemed to equate to recoverable amount.
Currency exposure
T o mitigate the effect of the currency exposures arising from its net investments overseas, the Group borrows in the local currencies
of its main operating units (primarily Euros and Singapore dollars). Gains and losses arising on net investments overseas and the
ﬁnancial instrument used to hedge the currency exposure are recognised in the consolidated statement of total recognised gains
and losses.
The table below shows the extent to which group companies have monetary assets and liabilities in currencies other than their
local currency. Foreign exchange differences on retranslation of these assets and liabilities are taken to the consolidated proﬁt
and loss account.
Net foreign currency
monetary assets
Euros
£m
Sterling – at 31 December 2005 0.2
Sterling – at 31 December 2006 1.2
Hedges
The Group uses forward foreign exchange contracts to hedge against the transactional exposures relating to anticipated known
sales and purchases. Where foreign exchange contracts are used, the contracted exchange rate is used in the year end translation
of associated trade debtor and trade creditor balances that are denominated in foreign currencies. As a result all gains and
losses arising on these hedges are recognised in the consolidated proﬁt and loss account as and when they arise and therefore
there are no unrecognised gains or losses at any of the year end dates. Acertec plc Annual Report and Accounts 2006 41
Notes to the Financial Statements continued
For the year ended 31 December 2006
18. Provisions for liabilities and charges
Disposal of
At 1 January businesses At 31 December
2006 (note 27) Charged Released Utilised 2006
£m £m £m £m £m £m
Provisions for uninsured losses 1.3 (0.4) 0.1 – (0.2) 0.8
Restructuring provision (note 4) 4.2 (0.8) 1.2 (1.2) (2.1) 1.3
5.5 (1.2) 1.3 (1.2) (2.3) 2.1
The provision for uninsured losses represents the cost that is likely to be borne by the Group in relation to employee and third
party insurance claims that are yet to be settled. The provision is calculated by reference to information provided by the Group’s
insurers, and is expected to be utilised over the next three years.
The restructuring provision relates to redundancy costs and other costs of closure, and is expected to be fully utilised during 2007.
19. Deferred taxation excluding deferred taxation asset on pension scheme
£m
Deferred taxation asset
At 1 January 2006 4.2
Deferred taxation charge for the year (note 7) (2.1)
Charge relating to movement in net pension liability 1.1
Balances transferred on disposal of businesses (note 27) (1.4)
At 31 December 2006 1.8
2006 2005
£m £m
Amounts recognised
Accelerated capital allowances and other timing differences (0.7) (1.1)
Short term timing differences 1.0 2.0
T ax losses 1.5 3.3
1.8 4.2
Amounts not recognised
T ax losses 3.5 –
Advance Corporation T ax recoverable 1.0 4.3
No provision has been made for deferred tax on gains recognised on revaluing property to its market value, or on the sale of
properties where potentially taxable gains have been rolled over into replacement assets. Such tax would become payable only
if the property were sold without it being possible to claim rollover relief. The total amount unprovided for is £4.6m (2005: £4.6m).
At present it is not envisaged that any tax will become payable in the foreseeable future.
At 31 December 2006 there are deferred tax amounts not recognised in respect of tax losses and advance corporation tax
recoverable. These amounts will be recognised in the future when the Directors consider that the nature and size of the Group’s
proﬁts make it appropriate to do so. 42 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
20. Earnings per share
Basic earnings per share
The basic earnings per share have been calculated on the following earnings and weighted average number of shares in issue: 
2006 2005
£m £m
Loss for the year (2.9) (2.3)
Goodwill amortisation 1.1 0.8
Net exceptional charges 6.6 4.3
T axation on adjusting items – (4.0)
Adjusted proﬁt/(loss) before goodwill amortisation and exceptional items 4.8 (1.2)
Number Number
Weighted average number of shares in issue 32,225,256 251
Pence £’000
Basic loss per share (9.0) (9.2)
Basic loss per share (9.0) (9.2)
Goodwill amortisation 3.4 3.2
Net exceptional charges 20.5 17.1
T axation on adjusting items – (15.9)
Adjusted earnings/(loss) per share 14.9 (4.8)
Adjusted earnings/(loss) per share do not include goodwill amortisation and net exceptional charges as the Directors consider
this provides a useful measure of underlying trading performance.
Diluted earnings per share
The diluted earnings per share have been calculated on the following earnings and weighted average number of shares in issue: 
2006 2005
£m £m
Loss for the year (2.9) (2.3)
Goodwill amortisation 1.1 0.8
Net exceptional charges 6.6 4.3
T axation on adjusting items – (4.0)
Adjusted proﬁt/(loss) before goodwill amortisation and exceptional items 4.8 (1.2)
Number Number
Weighted average number of shares in issue 32,270,633 251
Pence £’000
Diluted loss per share (9.0) (9.2)
Diluted loss per share (9.0) (9.2)
Goodwill amortisation 3.4 3.2
Net exceptional charges 20.5 17.1
T axation on adjusting items – (15.9)
Adjusted earnings/(loss) per share 14.9 (4.8)
Adjusted earnings/(loss) per share do not include goodwill amortisation and net exceptional charges as the Directors consider
this provides a useful measure of underlying trading performance.
The earnings per share calculation has been prepared in accordance with FRS22 which speciﬁes that the weighted average number
of shares should be used. Prior to the IPO on 16 May 2006, there were only 251 ordinary shares in issue, which leads to a relatively
large earnings per share ﬁgure being shown for the periods prior to the IPO. Acertec plc Annual Report and Accounts 2006 43
Notes to the Financial Statements continued
For the year ended 31 December 2006
20. Earnings per share continued
Basic earnings per share – discontinued operations
The basic earnings per share for discontinued operations have been calculated on the following earnings and weighted average
number of shares in issue: 
2006 2005
£m £m
(Loss)/proﬁt for the year (7.7) 9.1
Goodwill amortisation 0.1 0.4
Net exceptional charges 5.8 (8.5)
T axation on adjusting items – (0.3)
Adjusted (loss)/proﬁt before goodwill amortisation and exceptional items (1.8) 0.7
Number Number
Weighted average number of shares in issue 32,225,256 251
Pence £’000
Basic (loss)/earnings per share for discontinued operations (23.9) 36.3
Basic (loss)/earnings per share for discontinued operations (23.9) 36.3
Goodwill amortisation 0.3 1.6
Net exceptional charges 18.0 (33.9)
T axation on adjusting items – (1.2)
Adjusted (loss)/earnings per share for discontinued operations (5.6) 2.8
Adjusted (loss)/earnings per share do not include goodwill amortisation and net exceptional charges as the Directors consider this
provides a useful measure of underlying trading performance.
Diluted earnings per share – discontinued operations
The diluted earnings per share for discontinued operations have been calculated on the following earnings and weighted average
number of shares in issue: 
2006 2005
£m £m
(Loss)/proﬁt for the year (7.7) 9.1
Goodwill amortisation 0.1 0.4
Net exceptional charges 5.8 (8.5)
T axation on adjusting items – (0.3)
Adjusted (loss)/proﬁt before goodwill amortisation and exceptional items (1.8) 0.7
Number Number
Weighted average number of shares in issue 32,270,633 251
Pence £’000
Diluted (loss)/earnings per share for discontinued operations (23.9) 36.3
Diluted (loss)/earnings per share for discontinued operations (23.9) 36.3
Goodwill amortisation 0.3 1.6
Net exceptional charges 18.0 (33.9)
T axation on adjusting items – (1.2)
Adjusted (loss)/earnings per share for discontinued operations (5.6) 2.8
Adjusted (loss)/earnings per share do not include goodwill amortisation and net exceptional charges as the Directors consider
this provides a useful measure of underlying trading performance.
The earnings per share calculation has been prepared in accordance with FRS22 which speciﬁes that the weighted average
number of shares should be used. Prior to the IPO on 16 May 2006, there were only 251 ordinary shares in issue, which leads
to a relatively large earnings per share ﬁgure being shown for the periods prior to the IPO. 44 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
21. Share capital
2006 2005
£m £m
Authorised
90,000,000 Ordinary Shares of 10p each (2005: 5,000,000 Ordinary Shares of 1p each) 9.0 0.1
Allotted and fully paid
51,349,599 Ordinary Shares of 10p each (2005: 251 Ordinary Shares of 1p each) 5.1 –
The Ordinary shareholders each have one vote per share.
In May 2006, the authorised share capital of the Company was increased to £9,000,000 by the creation of additional Ordinary Shares.
On 9 May 2006 the existing issued share capital was converted into 11,565,936 Ordinary fully paid shares following an
appropriation from the share premium account. On 16 May 2006 on IPO, 39,783,663 new Ordinary Shares were issued at 148
pence per share, including a premium of 138 pence per new share issued.
Cumulative Convertible Participating Preferred Ordinary Shares (CCPPO)
At 31 December 2005, there were 10,255 1p CCPPO shares in issue which were subsequently converted to ordinary shares on
IPO in May 2006. The terms of the CCPPO shares were: 
A dividend was payable on the CCPPO Shares for each ﬁnancial year commencing on or after 1 January 2004, subject to the
restrictions in the banking documents. The dividend was equal to the greater of £0.1m and 10 per cent. of ‘proﬁt before taxation’
(as deﬁned in the Articles of Association) for each such year. Any additional dividends payable were distributed such that 95 per
cent. was distributed amongst the holders of the CCPPO Shares and 5 per cent. was distributed amongst the holders of the
Ordinary Shares. The CCPPO and Ordinary shareholders each had one vote per share, unless the Company had not paid any
CCPPO dividend due or redeemed any Loan Note at the redemption date, at which point the Ordinary shareholders would have
lost their right to vote.
On return of capital on liquidation or otherwise the surplus assets of the Company remaining after the payment of its liabilities, would
have been applied: (a) ﬁrst, to the CCPPO shareholders in respect of each CCPPO of which they are holder, an amount equal to
(i) the greater of the issue price paid and £1.0m and (ii) the aggregate of unpaid CCPPO dividends; (b) second, in paying to the
Ordinary shareholders, in respect of each Ordinary Share of which they were holder , an amount equal to (i) the amount of the issue
price paid and (ii) the aggregate amount of any unpaid dividend; and (c) the balance of any assets would have been distributed
95 per cent. amongst the holders of the CCPPO Shares and 5 per cent. amongst holders of the Ordinary Shares or, following
conversion of the CCPPO Shares, amongst the holders of the Ordinary Shares according to the amount paid up or credited as paid
up on the nominal value of each such share.
The Cumulative Convertible Participating Preferred Ordinary Shares were convertible into ordinary or deferred shares on the
occasion of any of (a) the obtaining of a quotation, (b) completion of a sale, or (c) the day immediately preceding the making of
any distribution to shareholders on the winding up or liquidation of the Company. Based upon the capitalisation value of the
Company at the date of conversion, the CCPPO shares were converted into Ordinary Shares so that the Ordinary Shares resulting
comprised 95 per cent. of the total number of Ordinary Shares in issue following conversion. Acertec plc Annual Report and Accounts 2006 45
Notes to the Financial Statements continued
For the year ended 31 December 2006
22. Share based payments
Acertec plc
All of the Company’s share option schemes are equity-settled. The following share option plans were introduced during the year: 
Executive Share Option Plan
The Executive Share Option Plan (ESOP) was introduced in May 2006. Under the ESOP , share options were granted to two
executive directors of the Group. Options were granted with a ﬁxed exercise price equal to the market price of the shares under
option at the grant date. The contractual life of the options is 10 years. Options granted under the ESOP will become exercisable
on the third anniversary of the date of grant and no performance conditions attach to the exercise of these options.
Exercise of an option is subject to continued employment unless employment ceases due to death, injury, disability, redundancy
or dismissal other than summary dismissal for cause. Options were valued using the Black-Scholes option-pricing model. The fair
value per option granted and the assumptions used in the calculation are as follows: 
Grant date 9 May 2006
Share price at grant date 148p
Exercise price 148p
Shares under option at grant date 2,053,984
Vesting period (years) 3
Expected volatility 36%
Option life (years) 10
Expected life (years) 4
Risk free rate 4.73%
Dividend yield 5%
Fair value per option 37p
The expected volatility is based on the historical share price volatility of comparator companies over the last four years. The expected
life is the average expected period to exercise. The risk free rate is the yield on zero-coupon UK government bonds of a term
consistent with the assumed option life.
A reconciliation of movements in ESOP options during the year to 31 December 2006 is shown below: 
Number
Outstanding at 1 January –
Granted 2,053,984
Outstanding at 31 December 2,053,984
Exercisable at 31 December –
The ESOP options outstanding at 31 December 2006 had a weighted average exercise price of 148 pence and a weighted
average remaining contractual life of 9.35 years. 46 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
22. Share based payments continued
Acertec plc
Long Term Incentive Plan
The Long T erm Incentive Plan (L TIP) was introduced in June 2006. Under the L TIP , share options were granted to senior management
of the Group. Options were granted with a ﬁxed exercise price of 10p. The contractual life of the options is 3.5 years. Options granted
under the LTIP will become exercisable on the third anniversary of the date of grant, subject to achievement of the performance
conditions attaching to the exercise of these options.
There are two performance conditions, each apply separately to 50% of the LTIP share options. Performance Condition 1 relates to
earnings per share (EPS) and shall be achieved to the extent that the actual EPS during the ﬁnancial year ending 31 December 2008
shall be in the range 22.5p to 23.7p. Performance Condition 2 relates to the Group’s total shareholder return (TSR), measured
against that achieved by the comparator group companies comprising the FTSE All Share Industrial Engineering price index over
the TSR measurement period, being the period of 3 years from the grant date. Performance Condition 2 shall be satisﬁed if the Group’s
TSR over the TSR measurement period is greater than the median TSR of comparator group companies over the same period.
Exercise of an option is subject to continued employment unless employment ceases due to death, injury, disability, redundancy.
Options subject to Performance Condition 1 were valued using the Black-Scholes option-pricing model and options subject to
Performance Condition 2 were valued using the Monte Carlo option-pricing model. The fair value per option granted and the
assumptions used in the calculation are as follows: 
Options under Options under 
Performance Performance 
Condition 1 Condition 2
Grant date 26 June 2006 26 June 2006
Share price at grant date 141p 143.5p
Exercise price 10p 10p
Shares under option at grant date 156,027 156,027
Vesting period (years) 33
Expected volatility 32% 32%
Option life (years) 3.5 3.5
Expected life (years) 3.25 3.25
Risk free rate 4.81% 4.81%
Dividend yield 5% 5%
Fair value per option 115p 73p
The share price at grant date for options under performance condition 2, shown above, is the average share price from the date
of admission to AIM to the option grant date. This is in accordance with the terms of options granted under performance
condition 2.
The expected volatility is based on the historical share price volatility of comparator companies over the last 3.25 years. The
expected life is the average expected period to exercise. The risk free rate is the yield on zero-coupon UK government bonds
of a term consistent with the assumed option life.
A reconciliation of movements in LTIP share options during the year to 31 December 2006 is shown below: 
Options under Options under 
Performance Performance 
Condition 1 Condition 2
Number Number
Outstanding at 1 January ––
Granted 156,027 156,027
Outstanding at 31 December 156,027 156,027
Exercisable at 31 December ––
The LTIP options outstanding at 31 December 2006 had a weighted average exercise price of 10 pence and a weighted average
remaining contractual life of 3 years. Acertec plc Annual Report and Accounts 2006 47
Notes to the Financial Statements continued
For the year ended 31 December 2006
22. Share based payments continued
Acertec plc
Sharesave Schemes
The Group introduced two Save As You Earn (SAYE) schemes in July 2006. Membership of the SAYE schemes was offered to
all employees of the Group. T o participate in a scheme, employees entered into a contract to make regular monthly payments
into the SAYE scheme. Options attaching to the SAYE schemes have a ﬁxed exercise price of 112p. The two SAYE schemes have
contractual lives of 3 and 5 years. Options granted under the SAYE schemes will become exercisable on the third and ﬁfth
anniversaries of the date of grant and no performance conditions attach to the exercise of these options.
Exercise of an option is subject to continued employment unless employment ceases due to death, injury, disability, redundancy
or dismissal other than summary dismissal for cause. Options were valued using the Black-Scholes option-pricing model. The
fair value per option granted and the assumptions used in the calculation are as follows: 
3 year scheme 5 year scheme
Grant date 7 July 2006 7 July 2006
Share price at grant date 141.5p 141.5p
Exercise price 112p 112p
Shares under option at grant date 514,390 717,136
Vesting period (years) 35
Expected volatility 32% 38%
Option life (years) 3.5 5.5
Expected life (years) 3.25 5.25
Risk free rate 4.70% 4.72%
Dividend yield 5% 5%
Fair value per option 41p 49p
The expected volatility is based on the historical share price volatility of comparator companies over the last 3.25 and 5.25 years.
The expected life is the expected period to exercise. The risk free rate is the yield on zero-coupon UK government bonds of a term
consistent with the assumed option life.
A reconciliation of movements in Sharesave options during the year to 31 December 2006 is shown below: 
3 year scheme 5 year scheme
Number Number
Outstanding at 1 January ––
Granted 514,390 717,136
Outstanding at 31 December 514,390 717,136
Exercisable at 31 December ––
The Sharesave option outstanding at 31 December 2006 had a weighted average exercise price of 112 pence and a weighted
average remaining contractual life of 4.16 years.
The weighted average fair value of Acertec plc options granted in the year was £1.6m (2005: £nil). 48 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
22. Share based payments continued
The Employee Beneﬁt Trust (the “Employee Trust”)
Constitution
The Employee T rust is a discretionary trust that is constituted by a trust deed made between the Company and Bailhache Labesse
Trustees Limited, who are independent off-shore professional trustees (the “Trustees”). The Employee Trust is constituted as an
employees’ share scheme within the meaning of section 743 of the Companies Act, with the purpose of encouraging and
facilitating the holding of shares by bona ﬁde employees of the Company (which, for these purposes, includes executive directors)
and its subsidiaries, former employees and certain of their relatives or for their beneﬁt.
Power and funding
The Trustees have full discretion with regard to the application of the trust fund. Whilst under the terms of the trust deed they are
required to consult with the Company in certain circumstances, the views expressed by the Company are in no respect binding
upon them.
The Trustees have the power to acquire Ordinary Shares in the Company and any Ordinary Shares so acquired may be used for
the purposes of any employees’ share scheme operated by the Company, including the grant of awards or options under the LTIP
and/or the Sharesave Scheme. The T rustees may also agree, in their absolute discretion, to satisfy the employer National Insurance
contributions liabilities arising on the call or exercise of awards or options, by acquiring Ordinary Shares at the same price per share
as the relevant awards or options, so as to enable the Trustees to realise a gain equal to the aggregate National Insurance
contributions liability.
The Employee Trust may be funded by way of loan or gift to acquire Ordinary Shares in the Company either by market purchase
or by subscription.
Limits to holdings and dividend waiver
Any options to acquire Ordinary Shares granted and satisﬁed by the Employee Trust with Ordinary Shares acquired in the market
will not be treated as counting towards the dilution limits that apply to the LTIP and the Sharesave Scheme respectively. In addition,
without prior shareholder approval, the Employee Trust will not, at any one time, hold more than ﬁve per cent. of the ordinary share
capital of the Company (other than for the purposes of satisfying awards/options that it has granted). Unless directed otherwise
the Trustees will waive any dividends paid on the Ordinary Shares settled in the Employee Trust.
Transactions in the year
The Employee Beneﬁt Trust did not acquire any shares during the year.
BRC Asia Limited
One of the Group’s subsidiaries, BRC Asia Limited which operates in Singapore, introduced a share option scheme in 2004. The
BRC Share Option Scheme 2004 (the “Scheme”) for employees was approved by members of BRC Asia Limited at an Extraordinary
General Meeting on 30 April 2004.
Under the Scheme, share options are granted to all eligible employees except for controlling shareholders of BRC Asia Limited or
associates of such controlling shareholders (as deﬁned in the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing
Manual). The exercise price of the granted options is at a discount of 10% of the average of the last dealt prices of the BRC Asia
Limited ordinary shares on the Singapore Exchange for the ﬁve trading days immediately preceding the date of grant or the par
value of the shares of the BRC Asia Limited, whichever is higher. The vesting of granted options are conditional on the employees
completing another 2 years of service. Once the options are vested, they are exercisable for an option term of 3 years. The options
may be exercised in full or in part in respect of 1,000 shares or a multiple thereof, on the payment of the exercise price. BRC Asia
Limited has no obligation to repurchase or settle the options in cash.
The Scheme became operative with options on 39,974,000 shares being granted pursuant to the Scheme on 23 August 2004
(“2004 Options”). On 1 October 2005, options on 16,578,000 shares with an exercise price of S$0.0612 per ordinary share were
granted pursuant to the Scheme (“2005 Options”). Acertec plc Annual Report and Accounts 2006 49
Notes to the Financial Statements continued
For the year ended 31 December 2006
22. Share based payments continued
BRC Asia Limited continued
On 21 August 2006, options on 20,056,000 shares with an exercise price of S$0.072 per ordinary share were granted pursuant
to the Scheme (“2006 Options”). The 2006 Options are exercisable from 22 August 2008 and will expire on 31 August 2011. The
fair value per option granted and the assumptions are as follows: 
2006 Options 2005 Options 2004 Options
Grant date 23 Aug 2006 30 Sept 2005 23 Aug 2004
Share price at grant date S$0.08 S$0.075 S$0.075
Exercise price S$0.072 S$0.0612 S$0.0657
Share options granted 20,056,000 16,578,000 39,974,000
Vesting period (years) 222
Expected volatility 40% 40% 39.7%
Option life (years) 555
Expected life (years) 555
Risk free rate 3.19% 2.60% 2.50%
Dividend yield 5.00% 2.86% 2.86%
Fair value per option S$0.025 S$0.026 S$0.025
The expected volatility is based on the historical share price volatility of comparator companies over the last 5 years. The expected
life is the expected period to exercise. The risk free rate is the yield on zero-coupon Singapore government bonds of a term
consistent with the assumed option life.
A reconciliation of movements in the BRC Asia Limited share options during the year to 31 December 2006 is shown below: 
2006 Options 2005 Options 2004 Options
Outstanding at 1 January 2006 – 16,578,000 38,375,000
Granted 20,056,000 – –
Exercised – – (1,000,000)
Outstanding at 31 December 2006 20,056,000 16,578,000 37,375,000
Exercisable at 31 December 2006 – – 37,375,000
The 1,000,000 share options exercised during 2006 were exercised at a share price of S$0.0657 per share.
The weighted average share price at the date of exercise for share options exercised in the year was S$0.1275 and the share options
outstanding at 31 December 2006 had a weighted average remaining contractual life of 3.45 years.
The weighted average fair value of BRC Asia Limited options granted in the year was S$0.5m (£0.2m) (2005: S$0.4m (£0.1m)).
At 31 December 2006, 30,644,000 share options are held by 2 executive directors of BRC Asia Limited.
No option has been granted to controlling shareholders of BRC Asia Limited or their associates.
No other key management or employees of BRC Asia Limited has received 5% or more of the total number of options available
under the Scheme which is only granted to employees of BRC Asia Limited and its subsidiaries during the ﬁnancial year.
All Schemes
The total charge for the year relating to employee share based payment plans was £0.4m (2005: £0.2m), all of which related to
equity-settled share based payment transactions. After deferred tax, the total charge was £0.2m (2005: £nil). 50 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
23. Reserves
Share premium Share option Proﬁt and
account Other reserves reserve loss account
£m £m £m £m
Group
At 1 January 2006 as previously reported 0.5 1.0 – (27.0)
Prior year adjustment – FRS20 – – 0.4 (0.4)
At 1 January 2006 as restated 0.5 1.0 0.4 (27.4)
Loss for the year – – – (2.9)
Appropriation to ordinary share capital pre IPO (1.1) – – –
New equity issued on IPO 54.9–––
IPO expenses (5.6) – – –
Cost of share options – – 0.4 –
Foreign exchange translation – – – (0.8)
At 31 December 2006 48.7 1.0 0.8 (31.1)
Other reserves represent an amount of £1.0m arising as a result of the merger of Acertec plc (formerly Acertec Holdings Limited)
and Acertec Investments Limited on 12 May 2004.
Share premium Share option Proﬁt and
account reserve loss account
£m £m £m
Company
At 1 January 2006 0.5 – (3.7)
Proﬁt for the year – – 12.6
Appropriation to ordinary share capital pre IPO (1.1) – –
New equity issued on IPO 54.9 – –
IPO expenses (5.6) – –
Cost of share options – 0.3 –
At 31 December 2006 48.7 0.3 8.9
As permitted by Section 230 of the United Kingdom Companies Act 1985, the proﬁt and loss account of the Company is not
presented as part of these accounts. The Company made a proﬁt in the year of £12.6m including dividend income of £13.4m
(2005: proﬁt £3.6m including dividend income of nil).
24. Reconciliation of movements in equity shareholders’ funds
2005 
2006 as restated
£m £m
Loss for the ﬁnancial year (2.9) (2.3)
Actuarial loss on pension scheme (note 33) – (4.3)
Current tax relating to actuarial loss in pension schemes – 0.2
Movement on deferred tax relating to actuarial loss in the pension schemes – 1.1
Costs of share options in issue 0.4 0.2
Foreign exchange translation differences taken to reserves (0.8) 0.4
(0.4) (2.4)
Net reduction in shareholders’ funds (3.3) (4.7)
New equity issued 53.3 –
Opening equity shareholders’ funds (25.5) (20.8)
Closing shareholders’ funds 24.5 (25.5)
On 16 May 2006, 39,783,663 new shares were sold at 148p, raising £58.9m before expenses. IPO expenses of £5.6m were incurred
and treated as a deduction from the share premium account. Acertec plc Annual Report and Accounts 2006 51
Notes to the Financial Statements continued
For the year ended 31 December 2006
25. Equity minority interests
£m
At 1 January 2006 3.7
Share of net proﬁt after tax for the year 0.2
Disposals (0.1)
Dividend paid to minority shareholders (0.1)
Foreign exchange translation differences 0.1
At 31 December 2006 3.8
At 31 December 2006, there were 74 million share options in issue relating to the subsidiary company, BRC Asia Limited. If all the
options in issue at 31 December 2006 were exercised, the Group’s interest in this company would be diluted to 65.11 per cent
from 73.17 per cent.
26. Purchase of business
On 4th January 2006, the subsidiary company, BRC Limited, acquired the entire share capital of Capital Structures plc, its principal
activity being the fabrication and erection of steel constructions. The results of Capital Structures plc are consolidated using the
acquisition basis of accounting.
Book values
prior to Fair Value
acquisition Revaluations to the Group
£m £m £m
Capital Structures plc
Assets acquired
Fixed assets (note 10) 0.3 – 0.3
Stocks 0.3 – 0.3
Debtors 1.6 (0.5) 1.1
Cash 0.3 – 0.3
Creditors (2.0) (1.1) (3.1)
0.5 (1.6) (1.1)
Initial consideration of £1.5m was subject to an adjustment for the value of working capital delivered on completion. This adjustment
remains as a point of discussion between the parties. In addition to the initial consideration the vendors were issued with promisory
notes, the values of which were determined according to the EBITDA earned by Capital Structures in the years ending 30th April
2006 and 30th April 2007. The aggregate value of the notes was limited to £4.5m. No value has been paid on these notes and the
Directors believe that it is unlikely that any value will be paid in future.
£m
Cost of acquisition
Cash consideration 1.5
Acquisition expenses 0.1
1.6
Goodwill arising on acquisition (note 9) 2.7
The Directors consider that the book value of debtors prior to acquisition is greater than the recoverable amount. The revaluation
to creditors relates to the recognition of certain tax balances and the timing of proﬁt recognition on long term contracts. Capital
Structures plc is included within the BRC division and United Kingdom segments (see note 2). 52 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
26. Purchase of business continued
£m
Net outﬂow of cash
Consideration paid in the year 1.5
Acquisition expenses paid in the year 0.1
Cash outﬂow to acquire business 1.6
Cash acquired (0.3)
1.3
27. Disposal of businesses
In April 2006, the Group sold its entire shareholding in Stadco Birmingham Pressings Limited and Carrington Wire Limited (see
note 4). The assets and liabilities disposed of were as follows: 
Stadco Birmingham Carrington
Pressings Limited Wire Limited T otal
£m £m £m
Assets sold
Goodwill (note 9) (0.3) 2.7 2.4
T angible ﬁxed assets (note 10) 2.1 15.5 17.6
Stocks 2.0 7.8 9.8
Debtors 3.5 15.6 19.1
Creditors (5.4) (19.8) (25.2)
Corporation tax – 0.5 0.5
Deferred tax (note 19) 1.1 0.3 1.4
Cash 0.4 3.2 3.6
Loans (1.6) – (1.6)
Provisions (note 18) (0.8) (0.4) (1.2)
Pension deﬁcit (net of deferred tax of £1.7m) – (3.8) (3.8)
1.0 21.6 22.6
Stadco Birmingham Carrington
Pressings Limited Wire Limited T otal
£m £m £m
Proceeds of disposal
Net cash proceeds 0.4 17.2 17.6
Disposal expenses – (0.8) (0.8)
0.4 16.4 16.8
Loss arising on disposal 0.6 5.2 5.8
£m £m £m
Net inﬂow of cash
Consideration received in the year 0.4 20.1 20.5
Disposal expenses paid in the year – (0.8) (0.8)
Working capital adjustment to consideration (see note 4) – (2.9) (2.9)
Cash inﬂow from disposal of businesses 0.4 16.4 16.8
Cash disposed (0.4) (3.2) (3.6)
Net cash inﬂow from disposal of businesses – 13.2 13.2 Acertec plc Annual Report and Accounts 2006 53
Notes to the Financial Statements continued
For the year ended 31 December 2006
28. Net cash inﬂow from operating activities
2005 
2006 as restated
£m £m
Group operating proﬁt/(loss) 8.4 (5.3)
Depreciation charge 8.8 10.3
Impairment of tangible ﬁxed assets – 1.2
Amortisation of goodwill 1.7 1.6
Amortisation of negative goodwill (0.6) (0.8)
Difference between pension service charge and cash contributions (4.1) (1.9)
(Increase)/decrease in stocks (7.7) 4.8
(Increase)/decrease in debtors (4.8) 6.6
Non-cash movement 0.4 0.2
Increase/(decrease) in creditors and provisions 14.7 (12.6)
16.8 4.1
Included within the above cash ﬂows are the following cash ﬂows relating to discontinued operations: net cash inﬂow from operating
activities £3.1m (2005: £12.0m outﬂow), returns on investments and servicing of ﬁnance, £0.2m outﬂow (2005: £0.3m outﬂow), capital
expenditure and ﬁnancial investment, £0.4m outﬂow (2005: £10.5m inﬂow).
29. Reconciliation of movement in cash to net debt
2005 
2006 as restated
£m £m
(Decrease)/increase in cash in the year (2.5) 6.0
Repayment of loans 90.1 49.0
New loans (21.6) (48.7)
New ﬁnance leases (1.3) (0.3)
Capital element of ﬁnance lease payments 1.2 1.3
Issue costs paid 0.4 0.8
Decrease in net debt from cash ﬂows 66.3 8.1
New ﬁnance leases – (0.8)
Loans sold with subsidiary (note 27) 1.6 –
Loan note interest accrual – (4.3)
Dividends on CCPPOs – (0.2)
Decrease in accrued redemption premium 2.2 0.8
Amortisation of issue costs (0.5) (0.9)
Foreign exchange movements 0.8 (0.3)
Decrease in net debt during the year 70.4 2.4
Opening net debt (118.5) (120.9)
Closing net debt (48.1) (118.5) 54 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
30. Change in net debt
Acquisitions and
At 1January disposals (excluding Other changes At 31 December
2006 Cash ﬂow cash and overdraft) (see note below) 2006
£m £m £m £m £m
Cash at bank and in hand 72.8 (52.8) – – 20.0
Overdrafts (54.5) 50.3 – – (4.2)
18.3 (2.5) – – 15.8
Loans due within one year (33.0) 24.8 1.6 2.2 (4.4)
Loans due after one year (101.2) 44.1 – 0.3 (56.8)
Finance lease obligations within one year (1.0) – – – (1.0)
Finance lease obligations after one year (1.6) (0.1) – – (1.7)
(136.8) 68.8 1.6 2.5 (63.9)
(118.5) 66.3 1.6 2.5 (48.1)
Other changes relate to a decrease of £2.2m in the redemption premium on management loan notes (note 6), exchange movements
£0.8m and amortisation of issue costs of £(0.5)m. Disposals includes £1.6m of loans disposed with Stadco Birmingham Pressings
Limited (note 27).
31. Contingent liabilities
There were collective guarantees in the form of ﬁxed and ﬂoating charges over the Group’s assets given by the Company and
its UK subsidiary companies in respect of the net indebtedness of all or any such companies to Barclays Bank amounting to
£42.6m at 31 December 2006 (2005: £29.9m).
At 31 December 2006, BRC Asia, a subsidiary company in the Group, has a contingent liability of £0.8 million (S$2.3 million) 
(2005: £0.9 million (S$2.6 million)) in respect of an unsecured guarantee given on behalf of Anhui BRC & Masteel Weldmesh
Co. Ltd, an associated company of the Group, for establishment of banking facilities.
32. Related party transactions
The Group has taken advantage of the exemption under FRS8 ‘Related party disclosures’ not to disclose related party transactions
between companies which are 90 per cent. owned by the ultimate parent company.
Candover have the following amounts due to them as a result of their interest in the 5 per cent. loan notes 2009 in the Company: 
2006 2005
£m £m
Principal
Candover Investments plc – 6.9
Candover 1997 US No.3 Limited Partnership – 2.9
Candover 1997 US No.2 Limited Partnership – 5.7
Candover 1997 US No.1 Limited Partnership – 16.9
Candover 1997 UK No.2 Limited Partnership – 6.3
Candover 1997 UK No.1 Limited Partnership – 20.4
– 59.1
2006 2005
£m £m
Accrued interest
Candover Investments plc – 2.6
Candover 1997 US No.3 Limited Partnership – 1.1
Candover 1997 US No.2 Limited Partnership – 2.1
Candover 1997 US No.1 Limited Partnership – 6.2
Candover 1997 UK No.2 Limited Partnership – 2.2
Candover 1997 UK No.1 Limited Partnership – 7.5
– 21.7 Acertec plc Annual Report and Accounts 2006 55
Notes to the Financial Statements continued
For the year ended 31 December 2006
32. Related party transactions continued
On IPO, the principal amounts of £59.1m and accrued interest of £23.5m to 16 May 2006 were re-paid to the Candover entities.
The Group entered into the following transactions with its non-wholly owned subsidiaries and its Joint Ventures during the year: 
Purchases Purchases Sales of Sales of
of goods of services goods services
£m £m £m £m
Subsidiary/Joint Venture entity
BRC Asia Limited 0.9–––
Carrington Wire Limited 0.3–––
BRC McMahon Reinforcements – – 0.8 –
The purchase of goods from BRC Asia Limited relates to the acquisition of plant and machinery by the subsidiary company, BRC
Limited. Transactions with Carrington Wire Limited and BRC McMahon Reinforcements are normal trading carried out under
normal commercial terms.
Balances due to/from these entities were as follows: 
Amounts due to related Amounts due from related 
party at 31 December party at 31 December
2006 2005 2006 2005
£m £m £m £m
Subsidiary/Joint Venture entity
Carrington Wire Limited – trading balances 0.1 0.1 – –
Carrington Wire Limited – loan balances – 2.5 0.1 –
Stadco Birmingham Pressings Limited – trading balances – 0.2 – 0.2
Stadco Birmingham Pressings Limited – loan balances – – – 2.0
Anhui BRC & Masteel Weldmesh Co. Ltd – loan balances – 0.1 – 0.1
BRC McMahon Reinforcements – trading balances – – 0.1 0.2
Trading balances arise from transactions of goods and services carried out under normal commercial terms.
33. Pension schemes
Deﬁned contribution schemes
The company contributions to the deﬁned contributions schemes are charged to the proﬁt and loss account as they are made.
Active members are also able to make contributions to the deﬁned contributions schemes. Contributions in the year amounted
to £2.5m (2005: £2.6m).
Deﬁned beneﬁt schemes
The Group’s two deﬁned beneﬁt pension schemes were closed to new members on 30th March 2004 and to the accrual of beneﬁts
for future service of active members. Active members of these two deﬁned beneﬁt schemes were transferred to money purchase
schemes set up within each operating subsidiary.
Formal actuarial valuations of the Group’s deﬁned beneﬁt pension schemes, based on the projected unit method, are carried out
triennially with periodic actuarial reviews. The latest actuarial valuation of the Group’s pension schemes was done in April 2003,
provisional valuations of the Stadco and BRC Pension Schemes have been done at 5 April 2006, these will be ﬁnalised shortly.
The agreed company contribution rate based on the 2003 actuarial valuation is £2.4m per annum. The statutory rate of increase
for pensions in deferment is between 4.50% and 5.00%.
The Carrington Wire Pension Scheme was disposed of on the sale of Carrington Wire Limited on 10 April 2006 (see note 4). The
expected return on scheme assets at 10 April were as follows: Equities 7.50%, Gilts 4.50%, Corporate Bonds 5.00%, Cash
4.50%, and the interest on scheme liabilities was £nil. 56 Acertec plc Annual Report and Accounts 2006
Notes to the Financial Statements continued
For the year ended 31 December 2006
33. Pension schemes continued
The major assumptions used by the qualiﬁed actuary in the calculation of the FRS 17 disclosures were: 
2006 2005 2004
Rate of increase in salaries n/a n/a 4.70%
Rate of increase in pensions in payment 3.00% 2.80% 2.70%
Discount rate 5.10% 4.90% 5.30%
Inﬂation rate 3.00% 2.80% 2.70%
The life expectancy assumptions are 19.1 years for a male aged 65 and 22.0 years for a female aged 65. These assumptions
have been taken from the PA92 C2010 mortality tables.
The combined assets in the deﬁned beneﬁt arrangements and the expected rate of return were: 
2006 2005 2004
Rate of return expected at £m £m £m
31 December 2006 (2005/2004) Total T otal T otal
Equities 7.5% / 7.5% / 7.5% 41.8 47.5 41.4
Gilts 4.2% / 5.0% / 5.0% 7.5 8.8 7.9
Corporate bonds 5.3% / 5.0% / 5.0% 31.3 35.7 32.2
Property n/a / n/a / n/a – ––
Cash 5.0% / 4.5% / n/a 0.2 0.6 –
T otal market value of assets 80.8 92.6 81.5
Actuarial value of liability (97.7) (119.2) (105.3)
Deﬁcit in the scheme (16.9) (26.6) (23.8)
Related deferred tax asset 5.1 7.9 7.1
Net pension liability (11.8) (18.7) (16.7)
The analysis of assets and actuarial liabilities for each pension scheme is as follows: 
Total
Stadco Scheme BRC Scheme 2006
£m £m £m
T otal market value 44.8 36.0 80.8
Actuarial value of liability (55.3) (42.4) (97.7)
Deﬁcit in the scheme (10.5) (6.4) (16.9)
2006 2005
£m £m
Analysis of the amount charged to operating proﬁt/(loss)
Service cost – –
Curtailment gain – –
T otal operating charge – –
2006 2005
£m £m
Analysis of amount charged to interest
Expected return on pension scheme assets 4.7 5.0
Interest on pension liabilities (4.6) (5.4)
Net return 0.1 (0.4) Acertec plc Annual Report and Accounts 2006 57
Notes to the Financial Statements continued
For the year ended 31 December 2006
33. Pension schemes continued
Analysis of amount recognised in statement of total recognised gains and losses
2006 2005 2004 2003 2002
£m % £m % £m% £m % £m%
Actual return less expected return on assets –– 8.1 8.7 2.0 2.5 3.2 4.2 (18.9) (27.9)
Experience gains and losses on liabilities 0.1 0.1 (1.6) (1.4) (3.1) (3.0) 2.8 2.6 (5.1) (5.1)
Changes in assumptions (0.1) (0.1) (10.8) (9.1) – – (5.3) (4.9) (0.1) (0.1)
Actuarial (loss)/gain recognised in statement of 
total recognised gains and losses –– (4.3) (4.4) (1.1) (1.0) 0.8 0.8 (24.1) (22.8)
Movement in deﬁcit during the year
2006 2005
£m £m
Deﬁcit in the scheme at beginning of year (26.6) (23.8)
Movement in year: 
Carrington Wire Limited – gross deﬁcit disposed (see note 27) 5.5 –
Contributions 4.1 1.9
Net interest cost 0.1 (0.4)
Actuarial loss – (4.3)
Deﬁcit in the scheme at end of year (16.9) (26.6)
34. Group companies
The principal subsidiary and joint venture undertakings at 31 December 2006 were: 
Subsidiary companies Nature of business Group shareholding
BRC Limited Manufacture of steel reinforcement bar and mesh 100%
Stadco Limited Manufacture of pressings and assemblies 100%
Capital Structures plc Fabrication and erection of steel constructions 100%
Acertec Engineering Limited Administration 100%
Acertec UK Limited Financing 100%
Stadco Saarlouis Ltd & Co. KG (Germany) Manufacture of pressings and assemblies 100%
BRC Asia Limited (Singapore) Manufacture of steel reinforcement mesh 73.17%
Joint venture companies
Anhui BRC & Masteel Weldmesh Co. Ltd (China) Manufacture of steel reinforcing mesh 50% owned through BRC Asia 
Limited – effective group 
shareholding of 36.58%
BRC McMahon Reinforcements (Tipperary, Eire) Manufacture of steel reinforcing mesh 50%
A full list of group subsidiaries is available in the Company’s Annual Return.
All the above companies, unless shown otherwise, were incorporated in England and registered in England and Wales.
The voting rights in respect of each subsidiary are in the same proportion as the shares held.
All companies operate principally in their country of incorporation.
All subsidiaries have a year end of 31 December except for Capital Structures plc which has a year end of 30 April, which is therefore
consolidated on the basis of management accounts.
Of the subsidiaries and joint ventures listed above, only Acertec UK Limited is owned directly by Acertec plc.
All subsidiary undertakings disclosed above are included within the Group consolidated ﬁnancial statements.
The Group’s interests in Carrington Wire Limited and Stadco Birmingham Pressings Limited were sold in 2006 – see Note 27.
35. Ultimate controlling party
The Directors consider that, prior to IPO on 16 May 2006, funds managed by Candover Partners Limited owned the majority of
the shares in the Company and therefore that Candover represented the Company’s ultimate controlling party to that date.  58 Acertec plc Annual Report and Accounts 2006
Notice of Annual General Meeting – Acertec plc
(Registered in England and Wales with no. 3721271)
NOTICE is hereby given that the Annual General Meeting of Acertec plc (the “Company”) will be held at Fox Court, 14 Grays Inn Road,
London WC1X 8WS on 22 May 2007 at 10.00 a.m. for the transaction of the following business:
Ordinary Business
As ordinary business to consider and, if thought ﬁt, to pass the following resolutions each of which will be proposed as an ordinary
resolution, save for resolution 11, which will be proposed as a special resolution:
1. THAT the Company’s annual accounts for the year ended 31 December 2006 together with the Directors’ report and the auditors’
report on those accounts be received.
2. THAT the ﬁnal dividend recommended by the Directors of 5p per ordinary share of 10p each in the capital of the Company
(an “Ordinary Share”) for the year ended 31 December 2006 be declared payable on 25 May 2007 to holders of Ordinary Shares
registered at the close of business on 27 April 2007.
3. THAT David Roache be re-elected as a Director.
4. THAT John Sword be re-elected as a Director.
5. THAT Adrian Burn, who has been appointed as a Director since the last Annual General Meeting of the Company, be elected
as a Director.
6. THAT David Hussey, who has been appointed as a Director since the last Annual General Meeting of the Company, be
elected as a Director.
7. THAT James Kerr-Muir , who has been appointed as a Director since the last Annual General Meeting of the Company , be elected
as a Director.
8. THAT PricewaterhouseCoopers LLP be re-appointed as auditors to the Company until the conclusion of the next Annual
General Meeting of the Company.
9. THAT the Directors be authorised to ﬁx the auditors’ remuneration.
10. THAT for the purposes of section 80 of the Companies Act 1985 (the “ Act”) (and so that expressions used in this resolution
shall bear the same meanings as in the said section 80):
10.1 the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot
relevant securities up to a maximum nominal amount of £1,694,536.80 to such persons and at such times and on
such terms as they think proper during the period expiring at the end of the Annual General Meeting of the Company
in 2008 (unless previously revoked or varied by the Company in general meeting); and
10.2 the Company be and is hereby authorised to make prior to the expiry of such period any offer or agreement which
would or might require relevant securities to be allotted after the expiry of the said period and the Directors may allot
relevant securities in pursuance of any such offer or agreement notwithstanding the expiry of the authority given by
this resolution;
so that all previous authorities of the Directors pursuant to the said section 80 be and are hereby revoked. Acertec plc Annual Report and Accounts 2006 59
11. THAT, subject to the passing of resolution 10 set out in the Notice convening this Meeting, the Directors be and are
empowered in accordance with section 95 of the Act to allot equity securities (as deﬁned in section 94 of the Act) for cash,
pursuant to the authority conferred on them to allot relevant securities (as deﬁned in section 80 of the Act) by that resolution
as if section 89(1) and sub sections (1)-(6) of section 90 of the Act did not apply to any such allotment, provided that the
power conferred by this resolution shall be limited to:
11.1 the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities and
any other persons entitled to participate in such issue or offering where the equity securities respectively attributable
to the interests of such holders and persons are proportionate (as nearly as may be) to the respective number of equity
securities held by or deemed to be held by them on the record date of such allotment, subject only to such exclusions
or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or
legal or practical problems under the laws or requirements of any recognised regulatory body or stock exchange in
any territory; and
11.2 the allotment (otherwise than pursuant to paragraph 11.1 above) of equity securities up to an aggregate nominal value
not exceeding £256,748;
and this power , unless renewed, shall expire at the end of the Annual General Meeting of the Company in 2008 but shall extend
to the making, before such expiry, of an offer or agreement which would or might require equity securities to be allotted after
such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred
hereby had not expired.
Special Business
As special business to consider and, if thought ﬁt, to pass the following resolution, which will be proposed as a special resolution:
12. THAT the Company adopt new Articles of Association in the form to be produced to the meeting and initialled by its chairman
for identiﬁcation purposes.
BY ORDER OF THE BOARD
David Roache
Secretary
20 April 2007
Registered Ofﬁce: Edstone Hall, Wootton Wawen, Solihull B95 6DD
Notice of Annual General Meeting – Acertec plc continued
(Registered in England and Wales with no. 3721271) 60 Acertec plc Annual Report and Accounts 2006
Notice of Annual General Meeting – Acertec plc continued
(Registered in England and Wales with no. 3721271)
Notes:
(i) A member entitled to attend and vote at the Meeting convened by the above Notice is entitled to appoint one or more proxies
to attend and, on a poll, to vote in his place. A proxy need not be a member of the Company.
(ii) To appoint a proxy you may use the Form of Proxy enclosed with this Notice of Annual General Meeting. To be valid, the
Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certiﬁed
or ofﬁce copy of the same, must be deposited by 10.00 a.m. on 20 May 2007 at the ofﬁces of Lloyds TSB Registrars, The
Causeway, Worthing, BN99 6ZX. Completion of the Form of Proxy will not prevent you from attending and voting in person.
(iii) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do
so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting services provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 
(iv) In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly authenticated in accordance with CRESTCo’s speciﬁcations and must contain
the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it
constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order
to be valid, be transmitted so as to be received by the issuer’s agent (ID 7RA01) by the latest time(s) for receipt of proxy
appointments speciﬁed in this Notice of Annual General Meeting. For this purpose, the time of receipt will be taken to be the
time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent
is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST
members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make
available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply
in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member or sponsored member or has appointed a voting services provider(s), to
procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a
message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are referred, in particular , to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the Uncertiﬁcated Securities Regulations 2001. 
(v) Pursuant to regulation 41 of the Uncertiﬁcated Securities Regulations 2001, only shareholders registered in the register of
members of the Company as at 10.00 a.m. on 20 May 2007 shall be entitled to attend and vote at the Annual General Meeting
in respect of the number of shares registered in their name at such time. If the Meeting is adjourned, the time by which a person
must be entered on the register of members of the Company in order to have the right to attend and vote at the adjourned
Meeting is 10.00 a.m. on the day preceding the date ﬁxed for the adjourned Meeting. Changes to the register of members after
the relevant times shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
(vi) In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted
to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in
which the names stand in the register of members of the Company in respect of the relevant joint holding.
(vii) The following documents are available for inspection at the registered ofﬁce of the Company, Edstone Hall, Wootton Wawen,
Solihull B95 6DD, during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the
date of this Notice until the conclusion of the Annual General Meeting and will be available for inspection at the place of the
Annual General Meeting for at least 15 minutes prior to and during the Meeting:
(a) the register of interests of the Directors and their families in the share capital of the Company;
(b) copies of service contracts between the Directors and the Company or its subsidiary undertakings; and
(c) the proposed new Articles of Association of the Company referred to in resolution 12 above together with a copy of
such proposed new Articles of Association marked to show the changes to the existing Articles of Association. Acertec plc Annual Report and Accounts 2006 61
Explanatory Notes to Resolutions 
Resolution 1 – Company’s Annual Report and Accounts 2006 (Ordinary resolution)
Company law requires the Directors to present to the Annual General Meeting the audited accounts, together with the Directors’
report and the auditors’ report on those accounts.
Resolution 2 – Final Dividend (Ordinary Resolution)
Resolution 2 seeks approval of the shareholders of the Company for the ﬁnal dividend, recommended by the Directors, of 5p
per ordinary share for the year ended 31 December 2006 to be declared payable on 25 May 2007 to holders of ordinary shares
registered at the close of business on 27 April 2007.
Resolutions 3-7 – Re-election and election of Directors (Ordinary resolutions)
The existing articles of association of the Company (the “Existing Articles”) require certain of the Directors to retire at every third
Annual General Meeting. At the Annual General Meeting, John Sword and David Roache will retire. Each of such Directors is
offering himself for re-election and resolutions 3 and 4 propose the re-election of such Directors. 
The Existing Articles also require each of Adrian Burn, David Hussey and James Kerr-Muir to retire at the conclusion of the
Annual General Meeting because each of them has been appointed as a Director by the Board of Directors since the conclusion
of the previous Annual General Meeting of the Company. Resolutions 5, 6 and 7 propose their respective elections as Directors.
Resolutions 8 and 9 – Reappointment of auditors and determination of their remuneration (Ordinary resolutions)
The Company is required to appoint auditors at each Annual General Meeting at which accounts are presented to hold ofﬁce
until the conclusion of the next such meeting. The Audit Committee has reviewed the effectiveness, independence and objectivity
of the external auditors, PricewaterhouseCoopers LLP , on behalf of the Board, who now propose their reappointment as auditors
of the Company. PricewaterhouseCoopers LLP has advised of its willingness to stand for reappointment as the auditor of the
Company. Resolution 9 authorises the Directors, in accordance with standard practice, to negotiate and agree the remuneration
of the auditors. In practice, the Audit Committee will consider the audit fees for recommendation to the Board. 
Resolution 10 – Authority to allot shares (Ordinary resolution)
The resolution asks shareholders to grant the Directors authority under section 80 of the Companies Act 1985 (the “1985 Act”)
to allot shares up to a maximum aggregate nominal value of £1,694,536.80 (being approximately 33% of the nominal value of
the issued ordinary share capital of the Company as at 30 March 2007, being the latest practicable date prior to the publication
of this document). This is the maximum permitted amount under best practice corporate governance guidelines. The authority
will expire at the end of the Annual General Meeting of the Company in 2008. The Directors have no present intention of exercising
such authority. 
Resolution 11 – Disapplication of pre-emption rights (Special resolution)
Resolution 11, which will be proposed as a special resolution, seeks authority to issue equity securities of the Company for cash
without application of the pre-emption rights provided by section 89 of the 1985 Act up to an aggregate nominal value of
£256,748 (being approximately 5% of the Company’s issued ordinary share capital as at 30 March 2007 being the latest
practicable date prior to the publication of this document). The resolution also disapplies the statutory pre-emption provisions
in connection with pre-emptive offerings, for example, rights issues and allows the Directors, in the case of a rights issue, to make
appropriate arrangements in relation to fractional entitlements or other legal or practical problems which might arise. This
authority will expire at the end of the Annual General Meeting of the Company in 2008. 
Resolution 12 – Adoption of new Articles of Association (Special resolution)
On 8 November 2006, the Companies Act 2006 (the “2006 Act”) received Royal Assent. All of the provisions of the 2006 Act,
which overhauls the 1985 Act, are expected to be in force by October 2008. Certain provisions of the 2006 Act have already come
into force and, consequently, a number of changes are required to the Existing Articles to reﬂect these developments. Resolution
12 proposes the adoption of new articles of association (the “New Articles”) in substitution for the Existing Articles which will
incorporate the following changes:
Electronic communications – at present companies may provide certain information via their websites to shareholders who
speciﬁcally agree to website publication. The 2006 Act enables companies to deem that agreement to have been given if a
shareholder does not respond to a request for agreement to receive information via the company’s website within twenty-eight
days from the date of the request. The New Articles include provisions which will allow the Company to take advantage of the new
regime for electronic communications and provide that, in accordance with the 2006 Act, shareholders may be deemed to have
agreed to receive information electronically.  62 Acertec plc Annual Report and Accounts 2006
If resolution 12 is approved by shareholders of the Company at the Annual General Meeting, the Company will, in due course,
instruct its registrars to write to you explaining the process for electronic communications. If you wish to continue receiving hard
copies of information by post, you will be required to respond to the letter from the Company’s registrars. If you fail to respond,
you will be deemed to have agreed to receive information electronically; however, you will still be able to request such information
from the Company in hard copy at no cost to you.
Investigations into interests in shares – with effect from 20 January 2007, sections 212 and 216 of the 1985 Act, which allowed
public companies to investigate who holds interests in its shares, were repealed and replaced by new (but similar) provisions
contained in sections 793 and 794 of the 2006 Act. References to sections 212 and 216 of the 1985 Act in the Existing Articles
are now out of date. The New Articles refer to the new section numbers in the 2006 Act.
Maximum age of directors – sections 293 and 294 of the 1985 Act, which prevented a person from being appointed a director
of a company if he had reached the age of 70 (subject to certain exceptions) and which imposed a duty on a director to disclose
his age, if over 70, have been repealed by the 2006 Act. The New Articles accordingly remove references to section 293 of the
1985 Act and the requirement for the Board to give notice of the age of a Director who is 70 or more in any document accompanying
a notice of an Annual General Meeting.
Copies of the proposed New Articles are available for inspection at the Company’s registered ofﬁce during usual business hours
on any weekday (Saturdays, Sundays and public holidays excluded) from the date of the notice of the Annual General Meeting
until the conclusion of that meeting and will be available for inspection at the place of the Annual General Meeting for at least 15
minutes prior to and during that meeting, together with, in each case, a copy of the New Articles marked to show the proposed
changes to the Existing Articles. The Board expects that the New Articles will also need to be updated at the 2008 Annual General
Meeting as additional provisions come into force.
Explanatory Notes to Resolutions continued  www.acertec.com
Acertec plc
Edstone Hall 
Wooton Wawen
Solihull B95 6DD