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Exhibit 99.1

TRENCH ELECTRIC BV

CODE OF ETHICS



| |   |  | General Philosophy                                                                                                                                                                                                                                                                                   
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |   |  | The honesty, integrity and sound judgment of our employees, officers and
directors is essential to the reputation and success of Trench Electric B.V.
(the Company).                                                                                                                               
|
| |   |  | This Code of Ethics governs the actions and working relationships of Company
employees, officers and directors with current and potential customers,
suppliers, fellow employees, competitors, government and self-regulatory
agencies, the media, and anyone else with whom the Company has contact.
|
| |   |  | This Code of Ethics:                                                                                                                                                                                                                                                                                 
|
| |  |  | Requires the highest standards for honest and ethical conduct, including proper
and ethical procedures for dealing with actual or apparent conflicts of
interest between personal and professional relationships.                                                                                    
|
| |  |  | Requires fair, accurate, timely and understandable disclosure in the periodic
reports required to be filed by the Company with governmental and regulatory
agencies.                                                                                                                                 
|
| |  |  | Requires compliance with applicable laws, rules and regulations.                                                                                                                                                                                                                                     
|
| |  |  | Addresses potential or apparent conflicts of interest and expects employees,
officers and directors to communicate those conflicts to the Company.                                                                                                                                                   
|
| |  |  | Addresses misuse or misapplication of the Companys property and corporate
opportunities.                                                                                                                                                                                                            
|
| |  |  | Requires the highest level of confidentiality and fair dealing within and
outside the Company environment.                                                                                                                                                                                           
|
| |  |  | Requires reporting of any illegal behavior.                                                                                                                                                                                                                                                          



| |  |  | Senior Financial Officers
| |  |  | -------------------------





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| |    |  | While all employees, officers and directors are required to adhere to the
Companys Code of Ethics, the professional and ethical conduct of senior
financial officers is particularly essential to the proper function and success
of the Company. All senior financial officers are expected to adhere to the
Companys Code of Ethics at all times.                                                                                                                                                                                                                                                                                                                                                                                         
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | Conflicts of Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |    |  | A conflict of interest occurs when your private interest interferes or
appears to interfere or conflict in any way with the interests of the Company.
Any position or interest, financial or otherwise, which could materially
conflict with your performance as an employee, officer or director of the
Company, or which affects or could reasonably be expected to affect your
independence or judgment concerning transactions between the Company, its
customers, suppliers or competitors or otherwise reflects negatively on the
Company would be considered a conflict of interest.                                                                                                                                                 
|
| |    |  | You are expected to avoid all situations that might lead to a real or apparent
material conflict between your self-interest and your duties and
responsibilities as an employee, officer or director of the Company. If you
suspect that a transaction or relationship in which you are involved might give
rise to a conflict of interest, you should disclose it to the Group Finance
Director.                                                                                                                                                                                                                                                                                                                                             
|
| |    |  | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |    |  | Non-public information regarding the Company or its businesses, employees,
customers and suppliers is confidential. As a Company employee, officer or
director, you are trusted with confidential information. You are only to use
such confidential information for the business purpose intended. You are not to
share confidential information with anyone outside of the Company, including
family and friends, or with other employees who do not need the information to
carry out their duties. You may be required to sign a specific confidentiality
agreement in the course of your employment at the Company. You remain under an
obligation to keep all information confidential even after your employment with
the Company ends.
|
| |    |  | The following is a non-exclusive list of confidential information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | 1. |  | The Groups current and forecast trading results, before they have been made
available in the public domain.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | 2. |  | Trade secrets, which include any business or technical information, such as
formula, program, method, technique, compilation or information that is
valuable because it is not generally known.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | 3. |  | All rights to any invention or process developed by an employee using Company
facilities or trade secret information, resulting from any work for the
Company, or relating to the Companys business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | 4. |  | Proprietary information such as customer lists and customers confidential
information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |    |  | Any and all public and media communications involving the Company (other than
pure trade announcements) must have prior clearance from the Chief Executive
Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           





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| |       |  | Corporate Opportunities                                                                                                                                                                                                                                                                                                                               
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |       |  | Using confidential information about the Company or its businesses, employees,
officers, directors, customers, consumers or suppliers for personal benefit or
disclosing such information to others outside your normal duties is prohibited.                                                                                                         
|
| |       |  | Employees, officers and directors are prohibited from:                                                                                                                                                                                                                                                                                                
|
| | (i)   |  | Personally benefiting from opportunities that are discovered through the use of
Company property, contacts, information or position.                                                                                                                                                                                                                  
|
| | (ii)  |  | Accepting employment or engaging in a business (including consulting or similar
arrangements) that may conflict with the performance of your duties or the
Companys interest.                                                                                                                                                                        
|
| | (iii) |  | Soliciting, demanding, accepting or agreeing to accept anything of value from
any person in conjunction with the performance of your employment or duties at
the Company.                                                                                                                                                                             
|
| | (iv)  |  | Acting on behalf of the Company in any transaction in which you or your
immediate family has a significant direct or indirect financial interest.                                                                                                                                                                                                     
|
| |       |  | There are certain situations in which you may accept a personal benefit from
someone with whom you transact business such as:                                                                                                                                                                                                                         
|
| | (v)   |  | Accepting a gift in recognition of a commonly recognized event or occasion
(such as a promotion, new job, wedding or retirement). A gift accompanying an
award in recognition of service or accomplishment may be accepted without
violating these guidelines so long as the gift does not exceed US$250 from any
one individual in any calendar year.
|
| | (vi)  |  | Accepting something of value if the benefit is available to the general public
under the same conditions on which it is available to you.                                                                                                                                                                                                             
|
| | (vii) |  | Accepting meals, refreshments, travel arrangements and accommodations and
entertainment of reasonable value in the course of a meeting or other occasion
to conduct business or foster business relations.                                                                                                                                            
|
| |       |  | Outside Business Relationships                                                                                                                                                                                                                                                                                                                        
|
| |       |  | Before agreeing to act as a director, officer, consultant, or advisor for any
other business organization, you should notify your immediate supervisor, who
in turn should notify the Managing Director of the relevant business unit.                                                                                                                
|
| |       |  | Directors should disclose all new directorships or potential directorships to
the Chief Executive Officer in order to avoid any conflicts of interest and to
maintain independence.                                                                                                                                                                   





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| |  |  | The Company encourages civic, charitable, educational and political activities
as long as they do not interfere with the performance of your duties at the
Company. Before agreeing to participate in any civic or political activities,
you should contact your immediate supervisor, who in turn should notify the
Managing Director of the relevant business unit.                                                                                                                                                                                                                                                                                                                                                              
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Fair Dealing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | Each employee, officer and director should undertake to deal fairly with the
Companys customers, suppliers, competitors and employees. Additionally, no one
should take advantage of another through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practices.                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  |  | Employees must disclose prior to or at their time of hire the existence of any
employment agreement, non-compete or non-solicitation agreement,
confidentiality agreement or similar agreement with a former employer that in
any way restricts or prohibits the performance of any duties or
responsibilities of their positions with the Company. Copies of such agreements
should be provided to permit evaluation of the agreement in light of the
employees position. In no event shall an employee use any trade secrets,
proprietary information or other similar property, acquired in the course of
his or her employment with another employer, in the performance of his or her
duties for or on behalf of the Company.
|
| |  |  | Protection and Proper Use of Company Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  |  | All employees, officers and directors should protect the Companys property and
assets and ensure their efficient and proper use. Theft, carelessness and waste
can directly impact the Companys profitability, reputation and success.
Permitting Company property (including data transmitted or stored
electronically and computer resources) to be damaged, lost, or used in an
unauthorized manner is strictly prohibited. Employees, officer and directors
may not use corporate, bank or other official stationary for personal purposes.                                                                                                                                                                                  
|
| |  |  | Company Political Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | No employee, officer or director may make any political contribution for the
Company or use the Companys name, funds, property, equipment or services for
the support of political parties, initiatives, committees or candidates. This
includes contribution of any value. Additionally, lobbying activities or
government contacts on behalf of the Company, other than sales activities,
should be coordinated with the Chief Executive Officer.                                                                                                                                                                                                                                                                               
|
| |  |  | Disclosure and Communication of Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        





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| |  |  | All information provided in connection with communications to our bondholders,
the public, or in SEC reports must be provided in a manner which allows for the
disclosure within such communications or reports to be fair, accurate, timely
and understandable. To the extent that an employee of any level is involved in
the preparation of documentation relating to or supporting such reports or
communications, he or she should ensure strict adherence to these standards.                                                                                                                                                                      
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Reporting of Illegal or Unethical Behavior                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  |  | All employees, officers and directors are expected to demonstrate the ability
to properly manage their personal finances, particularly the prudent use of
credit. The Company recognizes that its customers must have faith and
confidence in the honesty and character of its employees, officers and
directors. In addition to the importance of maintaining customer confidence,
there are specific laws that outline the actions the Company must take
regarding any known, or suspected, crime involving the affairs of the Company.                                                                                                                
|
| |  |  | Fraud is an element of business that can significantly affect the reputation
and success of the Company. The Company requires its employees, officers and
directors to talk to supervisors, managers or other appropriate personnel to
report and discuss any known or suspected criminal activity involving the
Company or its employees. If, during the course of employment, you become aware
of any suspicious activity or behaviour including concerns regarding
questionable accounting or auditing matters, you must report violations of
laws, rules, regulations or this Code of Ethics to Group Chairman or one or the
non executive Directors.
|
| |  |  | Administration and Waiver of Code of Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  |  | This Code of Ethics shall be administered and monitored by the Companys Board.
Any questions and further information on this Code of Ethics should, in the
first instance, be directed to the Group Finance Director.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  |  | Employees, officers and directors of the Company are expected to follow this
Code of Ethics, and to represent the Company (and its subsidiaries) in a
responsible manner in all regions and territories, at all times. Generally,
there should be no waivers to this Code of Ethics, however, in rare
circumstances conflicts may arise that necessitate waivers. Waivers will be
determined on a case-by-case basis by the Companys Chief Executive who may
consult with the Companys outside legal counsel, if necessary.                                                                                                                            
|
| |  |  | Waivers for directors and executive officers, however, must be determined by
the board of directors. For members of the board of directors, executive
officers and senior financial officers, the board of directors shall have the
sole and absolute discretionary authority to approve any deviation or waiver
from this Code of Ethics. Any significant waiver and the grounds for such
waiver by directors, executive officers or senior financial officers shall be
disclosed in the next 6K published by the Company.                                                                                                                              
|
| |  |  | Known or suspected violations of this Code of Ethics will be investigated and
may result in disciplinary action up to and including immediate termination of
employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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