annual report and accounts 2004 contents
contents
five year record and financial highlights 1
directors officers and professional advisers 2
chairman’s review 3
chief executive’s review 4
financial review 7
directors’ biographies 8
report on corporate governance 9
report on directors’ remuneration 11
directors’ report 13
independent auditors’ report to the members of triplearc plc 15
consolidated profit and loss account 16
consolidated balance sheet 17
company balance sheet 18
consolidated cash flow statement 19
notes to the financial statements 20 1
five year record and financial highlights
five year record and financial highlights
year ended 31 december 2000 2001 2002 2003 2004
£’000 £’000 £’000 £’000 £’000
turnover  1443 7010 20860 48742
operating profitloss 606 1596 3012 76 2146
profitloss before taxation 607 1595 2979 35 793
profitloss before taxation and 
exceptional items note 1 607 1595 2979 149 1078
profitloss before taxation exceptional items 
and non cash charges notes 1 and 2 607 1278 2025 811 3255
earningsloss per share
basic and diluted 207p 380p 458p 029p 013p
earningsloss per share before allowing for 
exceptional items and non cash charges
notes 1 and 2 207p 305p 311p 071p 131p
diluted earningsloss per share before 
allowing for exceptional items and 
non cash charges notes 1 and 2 207p 305p 311p 071p 129p
note 1 during 2004 the company incurred exceptional costs of £0285m 2003  £0184m
note 2 the company has incurred the following non cash charges to operating profit
goodwill amortisation  66 281 563 2085
non cash share option expense  251 673 99 7
deferred financing costs  85 2
directors officers and professional advisers
directors officers and professional advisers
directors chris pople nonexecutive chairman
jason cromack chief executive officer
peter houston finance director
nick haigh group sales director
jt wong corporate development director
shane greenan nonexecutive director
david wong nonexecutive director
company secretary clare smith
registered office access house
the promenade
clifton down
bristol 
bs8 3aq
financial and nominated advisers altium capital limited
30 st james’s square
london
sw1y 4al
auditors kpmg
chartered accountants
1 stokes place
st stephen’s green
dublin 2
ireland
solicitors berwin leighton paisner
adelaide house
london bridge
london 
ec4r 9ha
bankers hsbc bank plc
49 corn street
bristol
bs99 7pp 
registrars computershare investor services plc
po box 82
the pavilions
bridgwater road
bristol 
bs99 7nh
registered number 4290300 3
chairman’s review
chairman’s review
year ended 31 december 2004
in 2004 the triplearc group made the transition into a major communications support services provider  following
the acquisition of access plus plc in november 2003 the group’s print management division was transformed into
one of the largest print management companies in the united kingdom  the group’s development was further
augmented by the acquisition of stream in december 2004  stream is a direct marketing fulfilment company and
has allowed the group to expand its offering into data management and fulfilment services
the group has progressed significantly in 2004 with turnover increasing to £487m from £209m in 2003 and
operating profit before exceptional cost and amortisation of intangible assets increasing to £45m from £09m
the group continues to use its expertise in technology solutions to provide customers with industry leading print
management services  our proprietary technology combined with our print management company access plus
and our fullservice marketing fulfilment company stream form the basis for our vision of a total communications
support services solution  in 2004 the group won some significant contracts and made important strategic steps
towards this vision and i expect 2005 to continue to build on this
chris pople
chairman
14 april 2005 4
chief executive’s review
chief executive’s review
year ended 31 december 2004
overview
the group’s vision is to provide a total communications support services solution  this strategy involves the provision
of complementary services to assist companies in communicating more intelligently and effectively through
traditional print as well as digital channels 
in december 2004 triplearc acquired stream a leading direct marketing fulfilment company to enhance the
group’s suite of services expanding it into data management and fulfilment services  these capabilities allow
triplearc to add further value throughout the supply chain ensuring that clients’ objectives are met
the group has an advanced technology service to manage the print buying process a leading print management
company and a full service marketing fulfilment company offering clients a portfolio of solutions to fulfil their com
munication needs in addition triplearc has developed further offerings both internally and through partnerships to
ensure that it can provide clients with leadingedge services that improve their communications and offer them
competitive advantages  these solutions include digital asset management document creation retail campaign
management and digital communication management and integration  the value of an all encompassing
solution to a client’s print needs is reflected in the level of contracts we won last year including virgin mobile and
virgin retail and this ability to deliver several added value solutions in the supply chain helps the group cement
relationships with its customers
the strategy behind the acquisition of access plus in november 2003 was to enable the group to compete for the
large scale long term print management outsourcing contracts put out to tender by companies wanting cost
effective solutions to noncore activities the year under review saw that strategy pay off with the group being
awarded contracts with an aggregated value of approximately £32 million  these contracts range from one year
rolling contracts to five year fixed term agreements with companies that include baa virgin retail virgin mobile
bmi healthcare and matalan
the challenging business environment is continuing to drive interest in outsourcing as companies focus on reducing
costs to improve bottom line performance  the print industry is the uk’s fifth largest industry sector  however the
supply chain is complex and fragmented  as a result companies with a large print spend will almost certainly
benefit from an outsourced print management solution  triplearc has demonstrated savings of over 30 to some of
its clients  as the outsourcing market continues to grow so the contracts being awarded become more complex
and sophisticated and information technology has become a major driver  the group is well placed to capitalise
on this requirement due to its industry leading technologies designed to streamline the supply chain and help us re
engineer our customers’ business processes to achieve greater savings  we will continue to deliver cost savings to
our clients and look forward to demonstrating these capabilities as we look at a strong new contracts pipeline
print management division
the results include a full year’s contribution from access plus and highlights the group’s strong position as one of the
most complete print management service providers in the uk  the division now trades under the name of
accessplus  accessplus provides print management solutions directly to print buying customers across a diversity of
industries that includes retail financial services leisure publishing and the public sector  the print management
division saves customers’ time and expense by utilising its expertise in project management new digital and
workflow technologies purchasing print and managing suppliers thereby allowing customers to outsource the
complex process of buying and managing print 
the year under review has seen the integration of access plus with the group’s existing print management business
gl2  the integration of access plus was combined with the roll out of a groupwide accountancy system and the
group’s proprietary technology across the divisions and its suppliers  on an operational level the newly created
division performed well and overall sales margins were ahead of initial expectations  however the achievement of
fullscale revenue generation on certain new contracts took longer than originally anticipated due to contract
timing delays  whilst these timing delays impacted on the 2004 financial performance the board fully expects the
group to generate the revenues anticipated from these contracts in the current financial year  it is in the nature of
these contracts that they require significant management time to win and implement and can involve financial
investment to set up  typically there can be up to a sixmonth delay before they contribute to group profitability
we therefore expect to see the full impact from these exciting contract wins during 2005
the uk business forms market continues to decline as more businesses move towards automated solutions requiring
single sheet products  this is impacting the profitability of one of our business groups which manages a high
percentage of this type of work  however the group is confident that it will be able to continue to migrate its
business activity away from this sector and provide a more comprehensive groupwide offering to these customers   5
chief executive’s review
this combined with a slow down in the retail sector has led to a slightly slower than expected start for the print
management division in 2005  however the pipeline appears healthy and the board is confident of improved
levels of trading in the second quarter
accessplus experienced a good level of success during 2004 in the public sector which now accounts for 7 of the
group’s gross profit  we aim to continue growing this part of our business which will benefit from the public sector’s
commitment to ebusiness and cost saving strategies
the print management division has also been successful in providing cost saving solutions to the retail sector  this
was highlighted by the winning of the virgin mobile and virgin retail pos contracts  the sophistication of these
contracts has enabled the division to further enhance its service offering and technology solutions  partner tech
nologies have been adopted and integrated into our existing technology and fulfilment offering which has
enabled the group to provide a comprehensive pos solution that is now being crosssold into other group
customers
the new business activity within accessplus remains high and the division is currently at preferred bidder status with
a large financial services business to provide a significant print management contract  the board expects to be
able to confirm details of the contract soon 
technology division
the technology division triplearc ltd markets and supports the group’s proprietary solutions namely cws
collaborative workflow system edit2print and oscos online stock catalogue and ordering system and
provides internal support to the print management division providing a strong competitive advantage
technology is recognised as playing a pivotal role in allowing organisations to manage and reduce printing costs
triplearc’s jdf compliant technology remains at the core of our offering and the group is benefiting from the
increasing adoption of jdf within the print industry 
in 2004 triplearc announced a strategic partnership with four51 inc to distribute cws in the us market four51 is
seeing an increase in demand for cws as the us market’s appetite to outsource commercial print from large
enterprises grows  the roll out of the cws technology into the customer base of pathforward a business unit of
standard register one of the largest print groups in the us is progressing well and the board expects to be able to
give further updates on its strategic partnership with four51 and opportunities in the us later in the year  
in order to smoothly introduce triplearc’s proprietary software and other operating platforms across the group last
year resources within the technology division were diverted from their main focus of generating external revenue  as
a result revenue growth from the technology division was held back but now the systems implementation is substantially
complete the board is confident that the group will obtain significant benefits from the common technology
platforms now in place and these have already been a key aspect in assisting the group win new business 
the cws network now has suppliers connected to it across the uk europe and us  the group is currently identifying
suppliers in the far east and asia which will add further competitive services to the fast growing network  the print
spend through the network is continuing to gain momentum and the group is beginning to see a solid recurring
revenue stream being generated from cws
our attendance at the industry trade show drupa in association with hewlett packard generated a number of
leads with regard to licensing the edit2print software a number of these opportunities have been closed in the
current financial year
the group is currently seeking further opportunities to leverage revenues from its proprietary technologies which
include licensing the cws software and use of the print network to large enterprises which have adopted an
‘insource’ print management solution   
as the technology division refocuses on external technology sales the board is confident that it can deliver
substantial earnings growth from this division in the future
data management and fulfilment division
stream acquired in december 2004 was formed through the integration of two established direct marketing
companies stream direct communications in cirencester formerly brann direct and stream gwc in swindon 
formerly gwc group  both businesses have over 20 years experience in the provision of direct marketing services
the integration of these businesses was completed in march 2005 with the cirencester operation closed down and
business transferred to swindon  the division previously known as hfs projects limited now trades as stream and
employs over 200 staff  stream specialises in the automotive mail order publishing charity financial services and
leisure sectors 6
chief executive’s review
the acquisition of stream not only increases the group’s scale in the print management sector but also adds a
range of ‘datacentric’ solutions which include data management and data processing response management
such as inbound and outbound call handling and datacapture and extensive personalisation and data fulfilment
facilities  these new services will benefit the print management division’s customers as well as enabling the group
to tender for some of the larger financial services contracts available which require particular expertise in the
customer data area
it is anticipated that stream will quickly adopt the group’s technologies such as oscos and cws adding further
momentum to the print spend placed via cws  furthermore the cross selling benefits between the businesses
within the group are excellent with many accessplus customers requiring the services provided by stream and vice
versa
the board has had a strategic goal of providing addedvalue services to the group’s offering  the purchase of
stream provides the group with more control of our customers’ sensitive data taking us further up the supply chain
of their communication solutions and strengthening our relationships 
business improvement
as the group continues to grow it is important we focus on continued improvement within the business divisions  in
february 2005 six sigma a methodology for improving the efficiency and effectiveness of business activities was
adopted and is being rolled out across the group
the group is committed to providing the best possible service to all of our customers all of the time  this is endorsed
by our implementation and support of six sigma  our commitment to quality and service extends from the board to
all members of the workforce and will be constantly reviewed to ensure a culture of continual improvement
throughout the organisation
staff
triplearc plc now employs over 350 people and the board would like to thank all of them for their loyalty and level
of professionalism over the past year  it has been a time of great change and excitement and the board is grateful
for all their hard work 
outlook
the group has experienced a significant improvement in the quantity and quality of its earnings stream  we
expect this trend to continue as we progressively move away from ad hoc print supply orders towards longer term
print management contracts and the group’s technology procurement network grows  the substantial contract
wins and the expansion of the cws network over the past year provide clear evidence of the basis of longterm
sustainable revenues  this has established a firm foundation on which the group will develop its strategy for
delivering a complete communications support services solution
a groupwide contract solutions team has been established to deliver on this strategy and ensure that services are
crosssold between divisions to our customers  the acquisition of stream has greatly enhanced the group’s
customer base and service offering and we have already seen over £500000 of annualised business placed by a
stream customer with accessplus  stream represents a step towards the group’s aim to help customers to
effectively manage the integration of data with the convergence of digital and print communication channels
in focusing on new strategic partnerships and potential acquisitions we are enhancing the service offering to our
clients whilst delivering value for the group  triplearc aims to fulfil its vision by adding further service areas to its
offering and to develop the potential of the group’s procurement technology through the establishment of a
global technology platform  the board believes that it will continue to deliver shareholder value over the
forthcoming year and well into the future
jason cromack
chief executive officer
14 april 2005 7
financial review
financial review
year ended 31 december 2004
revenue for the year was £487m 2003  £209m a 134 increase on 2003 reflecting the first full year of sales from
accessplus  
the consolidated gross profit was £122m for 2004 a 256 increase on the £34m generated in 2003  this significant
growth was primarily achieved by the group’s print management operations  the group’s combined gross profit
was 8 higher than the proforma annualised figure of £113m for 2003
in 2004 exceptional costs of £03m were incurred in relation to the integration of accessplus and the reorganisation
of the group’s print management activities into one operating company  amortisation of intangible assets was
£21m during 2004 2003  £06m reflecting a full year’s charge on the acquisition of accessplus  the noncash
share option compensation expense was immaterial as this charge was extinguished during 2004 2003  £01m  
operating profit before allowing for exceptional costs amortisation and share option compensation ‘ebita’ was
£45m in 2004 compared to an operating profit of £09m on the same basis in 2003 and represents a 5 increase
over the proforma annualised ebita of £43m in 2003  the operating profit before interest and taxation was £21m
2003  £01m and the net interest payable was £14m 2003  £01m after allowing for amortisation of deferred
financing costs of £01m 2003 – nil  the profit before tax in 2004 was £08m 2003 – loss £004m  
the basic earnings per ordinary share was 013 pence 2003 – loss per share of 029 pence  after allowing for
exceptional costs amortisation of intangible assets and noncash share option compensation expense the group
had adjusted earnings per share of 131 pence 2003 – adjusted earnings per share 071 pence
cash generation has also been strong in 2004 with the group producing net cash inflow from operating activities
of £34m 2003  £16m  this has allowed the group to make accelerated bank debt repayments during 2004
on 31 december 2004 the group acquired hfs projects limited now trading as stream giving rise to goodwill on
acquisition of £82m and an estimated liability for deferred consideration of £70m included in long term liabilities
peter houston
finance director
14 april 2005 8
directors’ biographies
directors’ biographies
year ended 31 december 2004
chris pople 46 – nonexecutive chairman †
mr pople was appointed to the board of access plus plc in 1990 and then to the board of triplearc plc in november
2003 he was appointed chairman on 28 june 2004 he is a chartered accountant and a member of the
remuneration committee he is also chairman of the audit committee 
jason cromack 34 – chief executive officer
founder and managing director of gl2 limited a company formed in 1998 to provide print management services
to marketing and advertising agencies  gl2 limited was acquired by triplearc plc in 2001  mr cromack has been
ceo of triplearc plc since 2002  
peter houston 50 – finance director
joined the board of access plus plc in 1997 and then the board of triplearc plc in november 2003 he previously
worked for ernst  young he is a chartered accountant and attends the audit committee 
nick haigh 49 – group sales director
mr haigh was formerly the sales director for access plus plc and then joined the board of triplearc plc in november
2003  he joined the group from unisys in 1984
jt wong 26 – corporate development director
one of the founders of triplearc plc he has previously worked for medisys plc where he assisted in corporate 
transactions and also in the programme funding office of the united nations children’s fund in new york   
david wong 51 – nonexecutive director †
dr wong is chairman of medisys plc a medical technology company listed on the london stock exchange  in
1998 dr wong founded even holdings limited an investment holding company specialising in electronic
commerce networks which founded triplearc plc in 2001  he was chairman of triplearc plc until the acquisition of
access plus plc  he is chairman of the remuneration committee
shane greenan 35 – non executive director †
mr greenan started his career as a chartered accountant with kpmg and subsequently worked as a financial
analyst for cocacola enterprises inc and bt openworld  he was the finance director of triplearc plc prior to the
acquisition of access plus plc and is a member of both the audit and remuneration committees
†  member of the remuneration committee
  member of the audit committee 9
report on corporate governance
report on corporate governance
year ended 31 december 2004
the directors intend where practicable for a company of its size and nature to comply with the revised combined
code on corporate governance at present there are areas of noncompliance with the code and the company
intends to address these items in the future as the company grows and compliance becomes more appropriate
to a company of triplearc’s size
the company has adopted a code of directors’ dealings appropriate for a company whose shares are trading on
aim and takes all reasonable steps to ensure compliance by the directors and any relevant employees
board and board committees
the board of seven comprises four executive directors and three nonexecutive directors  the full board which met
seven times in 2004 manages overall control of the groups affairs by the schedule of matters reserved for its
decision  these include the approval of financial statements acquisitions and disposals authority levels for
expenditure and review of monthly and other management reports  short biographies of all the directors are set
out on page 8 
the directors are able to take independent professional advice in the furtherance of their duties at the companys
expense and all directors have access to the advice and services of the company secretary  mr pople is the
senior independent nonexecutive director  an independent director is one who has no relationship with the
company or its management which may undermine independence and who is not independent of the company
or its management for his primary source of income was not within the last 3 years a senior manager of the
company and does not participate in the company’s incentive bonus schemes or pension schemes
the board delegates daytoday and business management control to the executive directors who are in regular
contact with each other  formal decisions are communicated throughout the group  the executive directors are
responsible for implementing group policy the monitoring and performance of the business and reporting to the
full board thereon
the company has set up an audit committee whose terms of reference cover the points recommended by the
code  its duties include monitoring internal control throughout the group approving the groups accounting
policies and reviewing the interim and annual financial statements before submission to the board  the committee
is chaired by mr pople and consists of mr greenan and is attended by mr houston the finance director as
appropriate  at the conclusion of the annual audit and the review of the interim accounts the audit committee
receives and considers a report from the auditors on any material findings
the company has a remuneration committee which is composed of the three nonexecutive directors and is
chaired by dr wong  the report of the remuneration committee is set out on pages 11 and 12
all executive directors have rolling service contracts with the company terminable on six months notice apart from
mr houston and mr haigh who have twelve months’ notice which in all cases may be served by either party
following their first appointment to the board the terms of the articles of association require all directors to retire
and stand for reelection at the earliest opportunity  under the articles of association one third of the directors
shall retire from office by rotation and all directors are required to retire once every three years 
in view of the size of the group there is no nominations committee 10
report on corporate governance
relationship with shareholders
the directors consider the clear and timely communication of information to shareholders as an important part of
their duties  the chairman’s and the chief executive’s reviews provide a summary of the groups trading
performance and future outlook  in addition the financial review contained in this report also provides
shareholders with further background and information into the group  the group’s various web sites also give
shareholders access to additional information  furthermore twice a year the groups financial results are
published in conjunction with briefings for investment managers and institutional analysts following the companys
interim and preliminary final announcements 
the board also views the annual general meeting as an ideal opportunity to communicate with both institutional
and private investors alike and aims to comply with all the provisions of the combined code relating to the con
structive use of annual general meetings  this years annual general meeting will be held on tuesday 28 june 2005
when all the directors plan to be present and available to answer questions  a notice calling the meeting has
been sent to shareholders with this report and accounts  
accountability and internal control
the directors have set out their responsibility for preparing the accounts in the statement of directors’
responsibilities on page 14 the board has overall responsibility for the systems of internal control  implementation
and maintenance of the internal control systems is the responsibility of executive management  the board through
the audit committee has reviewed the effectiveness of the systems of internal control for the accounting year and
the period to the date of approval of the financial statements  it should be understood however that such systems
are designed to provide reasonable but not absolute assurance against material misstatement or loss
the company has an established framework of internal controls the key features of which are as follows 
control environment – there are clearly defined organisational responsibilities and the board is committed to
employing suitably qualified staff so that the appropriate level of authority can be delegated with regard to
accountability and acceptable levels of risk
information systems – the group operates a number of separate systems of financial and operational reporting to
the board and senior management based upon an annual budget and regular forecasts  the board recognises
the need to continually review and where appropriate improve information technology systems and during 2004
have introduced new systems across the group  further work may be needed in 2005 to integrate further acquisi
tions in to the group’s financial and operating systems  monthly weekly and other periodic reports of actual results
financial and nonfinancial together with key performance indicators are produced for and discussed by the
directors
identification and evaluation of business risks and controls – management control is exercised at all levels of the
group and is regulated by appropriate limits of authority  the directors have considered various areas of business
risks and have developed appropriate policies to manage and mitigate those risks  these policies are reviewed in
the light of known and perceived changes to the risks
quality and integrity of personnel – the group attaches high importance to the values of trust honesty and integrity
of personnel in responsible positions and operates a policy of recruiting and promoting suitably experienced
personnel with clearly defined accountabilities  the group currently employs over 350 people in 7 locations  there
are regular meetings of the main sales related staff where additional training is carried out and information about
new product technology is exchanged
investment appraisal – although capital investment is not a significant element of the group’s operations all major
expenditure is included in the annual budget and is reported on to the board  in addition the board both in the
regular meetings and by ad hoc reports regularly reviews all potential and actual acquisition opportunities
monitoring – given the size of the group and the close daytoday involvement of the executive directors in almost all
of the group’s locations no formal internal audit function is considered necessary 11
report on directors’ remuneration
report on directors’ remuneration
year ended 31 december 2004
the remuneration committee members are dr wong mr pople and mr greenan
policy on directors’ remuneration
it is an objective of the group to attract and retain executives of high calibre and reward them in a way that
encourages the creation of value for shareholders  the committee undertakes the recommendation of executive
directors’ annual remuneration packages and these are reviewed with effect from 1 january each year  no
executive director plays a part in the discussion about his own remuneration
executive directors are paid a basic salary  in addition certain executive directors receive benefits in kind
including the provision of motor transport fuel and medical expenses insurance
nonexecutive directors are paid a salary in respect of a predetermined number of days work each year  in
addition further per diem payments may be made where the time dedicated to the group’s affairs exceeds the
stated minimum  the committee fixes the level of remuneration of nonexecutive directors  no nonexecutive
director plays a part in the discussion about his own remuneration
directors’ pension arrangements
the company contributes regular monthly payments to defined contribution pension schemes of which mr
cromack and mr houston are separate beneficiaries  during 2004 these payments amounted to £13000  the
company also contributed £8000 into a defined contribution scheme for mr passmore up to the date that he
resigned from the board  the total amount of the contributions in any one year is decided by the committee
during 2004 the company also contributed a payment of £12000 to a defined contribution pension scheme of
which mr brettell is a beneficiary as part of the package for compensation for loss of office
no pension contributions are made in respect of any other director
directors’ contracts
executive directors currently have rolling service contracts of six months apart from mr houston and mr haigh who
have twelve months’ notice  no payments apart from those shown below were made during the year under
review to any director or former director as compensation for loss of office or for breach of contract or termination
of contract  full time executive directors are not permitted to hold outside directorships under the terms of their
service contracts
dr wong and mr cromack retire by rotation and being eligible offer themselves for reelection  biographical
details of all directors can be found on page 8
directors’ remuneration
£’000 fees basic benefits pension total total
salary in kind contribution 2004 2003
executive
tim brettell †  71 2 12 85 10
jason cromack  108 46 4 158 111
peter houston †  82 2 9 93 12
nick haigh †  100 2  102 11
colin passmore  30 5 8 43 81
jt wong  88   88 50
non executive
chris pople †  29   29 2
shane greenan  48   48 54
david wong      
total 556 57 33 646 331
†   prior year comparative figure is from the date of appointment to the board to the end of 2003
  includes payment for compensation for loss of office mr brettell £43000 and mr greenan £30000 12
report on directors’ remuneration
the directors who held office at the end of the financial year had the following beneficial interests in the ordinary
shares of the company
ordinary shares ordinary shares
 of issued interest at of 5p each at of 5p each at 
share capital 14 april 2005 31 december 2004 1 january 2004
chris pople 001 17580 17580 17580
jason cromack 226 4617705 4617705 4617705
peter houston 1 054 1098820 1098820 762760
nick haigh 2 206 4205100 4205100 4205100
jt wong 3 108 2210000 2210000 2210000
shane greenan 0003 6000 6000 6000
david wong 4 1023 20889860 20889860 20889860
1 27041 shares in which peter houston is interested in are held by him on trust for his sons and 13181 shares 
are held by his wife mrs sc houston 
2 the shares in which nick haigh is interested are held by cacique investments limited a company registered 
in jersey as trustee of the haigh jersey 1990 trust the beneficiaries of which include members of mr haigh’s 
family
3 the shares in which jt wong is interested are held by pertama limited an investment holding company 
registered in the british virgin islands which is wholly owned by a trust settled by david wong one of the 
beneficiaries of which is jt wong
4 9325860 shares in which david wong is interested are held by medical consultant and management limited 
mcm an investment holding company registered in jersey which is wholly owned by a trust settled by dr 
wong the beneficiaries of which are dr wong’s wife and minor children 11564000 shares in which dr wong is 
interested are held by even holdings limited an isle of man company in which mcm is the majority 
shareholder
directors’ share options
details of the directors’ beneficial interests in the share options are as follows
weighted
at the beginning average
and end of the year exercise price first date last date
no of shares under options per share exercisable exercisable
executive
jason cromack 1403738 1900p  31 october 2007
peter houston 450000 1600p  30 june 2006
nick haigh 450000 1600p  30 june 2006
jt wong 3145000 1240p 18 january 2002 31 october 2007
non executive
chris pople    
shane greenan 318182 2200p 15 march 2002 14 october 2011
david wong    
the first date on which certain directors may exercise share options is dependent on certain trigger events
disclosed in note 25 to these financial statements none of these events have triggered as at the date of approval
of these financial statements
according to the register of directors’ interests no other rights save those shown above to subscribe for shares or
debentures of the company or any other group company were granted to any director or their immediate
families or exercised by them during the financial year nor in the period up to the date of this report
david wong
chairman – remuneration committee
14 april 2005 13
directors’ report
directors’ report
year ended 31 december 2004
the directors present their annual report on the affairs of the group together with the financial statements and
auditors’ report for the year ended 31 december 2004
results and dividends
the group profit after taxation for the year amounted to £256000 2003 loss £231000  the directors do not
recommend the payment of a dividend
principal activities and business review
triplearc plc “the company” is an investment holding company  the principal activities of the company’s sub
sidiaries are the provision of print management services and the provision of eprocurement solutions for the print
industry  a review of the group’s activities during the year and its future prospects can be found in the chief
executive’s review on pages 4 5 and 6
on 17 november 2003 the company acquired the entire issued share capital of access plus plc now renamed
access plus limited  the consideration was satisfied by the issue of 65500000 ordinary shares in the company and
a cash consideration of £28 million 
on 31 december 2004 the company acquired the entire issued share capital of hfs projects limited the initial
consideration was satisfied by the issue of 3247776 ordinary shares further conditional consideration of £80m will
be payable on 15 march 2007 dependent upon the level of average pretax profits of hfs projects limited in 2005
and 2006  full details of this acquisition are provided in note 12 to the financial statements full details of the
movements during the year in the share capital and reserves of the group are given in notes 24 and 26
directors and their interests
the directors who held office during the year were as follows
tim brettell resigned 29 june 2004
jason cromack 
nick haigh
peter houston 
colin passmore resigned 29 june 2004
jt wong 
shane greenan
chris pople 
david wong   
directors’ interests in the share capital of the company and in any beneficial share options are shown in the report
on directors’ remuneration on pages 11 and 12 in accordance with the articles of association of the company
the directors retiring by rotation are david wong and jason cromack and being eligible offer themselves for re
election
substantial shareholdings
in addition to the interest of directors disclosed on page 12 the directors have been notified that the following
shareholders own 3 or more of the total issued share capital of the company at 14 april 2005
morley fund management 1217
schroder investment management 497
employees
the group is committed to employment policies which follow best practice based on equal opportunities for all
employees irrespective of sex race national origin religion colour disability sexual orientation age or marital
status employees are kept closely involved in major changes affecting them through such measures as team
meetings briefings and internal communications these are well established procedures to ensure that the views of
employees are taken into account in reaching decisions
significant changes in fixed assets
in the opinion of the directors the market value of fixed assets is not materially different from the carrying value at
31 december 2004
creditor payment policy
it is the group’s payment policy for the year ended 31 december 2004 in respect of suppliers to settle agreed
outstanding accounts in accordance with the terms and conditions agreed with suppliers when placing orders the
group will abide by these terms of payment creditors at the year end represented 84 days purchases 2003 65 days 14
directors’ report
research and development
software research and development expenditure is written off in the period in which it is incurred
going concern
the directors have a reasonable expectation that the company and the group has adequate resources to
continue in operation for the foreseeable future for this reason they continue to adopt the going concern basis in
preparing the financial statements
share option scheme
certain executive directors and senior management participate in the share option scheme under the terms of
the scheme the board is entitled to select the employees to participate in the scheme in order to provide
appropriate incentives to selected individuals details of the terms under which options are exercisable are set out
in note 25 to the financial statements  during 2004 the directors obtained inland revenue approval for an
additional share option scheme and a number of awards were made to employees this year
financial risk management
the group’s financial instruments comprise bank borrowings and cash the main purpose of these financial
instruments is to raise finance for the group’s operations the group’s current policy is that no trading in financial
instruments shall be undertaken
the main risks arising from the group’s financial instruments are interest rate risk and foreign exchange risk the
group’s policies for managing each of these risks are summarised below
foreign exchange risk
a number of the group’s principal suppliers are in europe with expenses arising in euros the group manages the foreign
exchange risk arising on substantial transactions with these suppliers through agreeing exchange rate ranges with suppliers
interest rate risk
the group has not entered into arrangements whereby it would be exposed to longterm interest rate risk no
derivative instruments are used by the group
charitable donations
during the year the group made charitable donations amounting to £nil 2003  £nil
corporate governance
the board is mindful of the voluntary provisions of the combined code relating to corporate governance and has
been reviewing some of its procedures during 2004 taking into account the size and stage of development of the
group  during the year the directors have considered some of the implications of the turnbull report even though
compliance with this report is not required by the group  it remains too early to advise on the date by which the
group will elect to be ready to comply with this report
directors’  responsibilities
company law requires the directors to prepare in accordance with applicable united kingdom law and
accounting standards financial statements for each financial year which give a true and fair view of the state of
affairs of the company and group and of the profit or loss for that period  in preparing those financial statements
the directors are required to
• select suitable accounting policies and then apply them consistently
• make judgements and estimates that are reasonable and prudent
• state whether applicable accounting standards have been followed subject to any material departures 
disclosed and explained in the financial statements and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group
will continue in business
the directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at
any time the financial position of the company and the group and to enable them to ensure that the financial
statements comply with the companies act 1985  they have general responsibility for taking such steps as are
reasonable to safeguard the assets of the group and to prevent and detect fraud and other irregularities
auditors
a resolution is to be proposed at the annual general meeting for the reappointment of kpmg as auditors of the company 
by order of the board
clare smith
secretary
14 april 2005 15
independent auditors’ report to the members of triplearc plc
independent auditors’ report to the members of triplearc plc
we have audited the financial statements on pages 16 to 34 we have also examined the directors’ remuneration
table in the report on directors’ remuneration 
this report is made solely to the company’s members as a body in accordance with section 235 of the
companies act 1985  our audit work has been undertaken so that we might state to the company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose  to the fullest extent
permitted by law we do not accept or assume responsibility to anyone other than the company and the
company’s members as a body for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditors
the directors are responsible for preparing the annual report and financial statements  as described in the
directors’ report this includes responsibility for preparing the financial statements in accordance with applicable
united kingdom law and accounting standards  our responsibilities as independent auditors are established in the
united kingdom by statute the auditing practices board the listing rules of the united kingdom financial services
authority and by our profession’s ethical guidance
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 if in our opinion the directors’
report is not consistent with the financial statements if 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 or
the listing rules regarding directors’ remuneration and transactions with the group is not disclosed
we read the other information contained in the annual report and consider whether it is consistent with the
audited financial statements  we consider the implications for our report if we become aware of any apparent
misstatements or material inconsistencies with the financial statements
basis of audit opinion
we conducted our audit in accordance with auditing standards 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 judgements made by the directors in the
preparation of the financial statements and of whether the accounting policies are appropriate to the group’s cir
cumstances 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 of the state of affairs of the company and the
group as at 31 december 2004 and of the profit of the group for the year then ended and have been properly
prepared in accordance with the companies act 1985
kpmg
chartered accountants
registered auditors
dublin
ireland
14 april 2005 16
consolidated profit and loss account
consolidated profit and loss account
for the year ended 31 december 2004
notes
2004 2003
£’000 £’000
revenue 2 48742 20860
cost of sales 36548 17434
gross profit 12194 3426
administration expenses 7671 2504
profit before exceptional costs amortisation of
intangible assets and share option compensation expense 4523 922
exceptional recruitment and integration costs 285 184
profit before amortisation of intangible assets and 
share option compensation expense 4238 738
amortisation of intangible assets 12 2085 563
non cash share option compensation expense 26 7 99
profit on ordinary activities before interest and taxation 2146 76
interest receivable 54 13
interest payable and similar charges 8 1322 124
amortisation of deferred financing costs 8 85 
profitloss on ordinary activities before taxation 3 793 35
tax on profitloss on ordinary activities 9 537 196
profitloss for the financial year 26 256 231
earningsloss per ordinary share
 basic and diluted pence 10 013p 029p
adjusted earnings per share before allowing for exceptional costs goodwill and deferred financing amortisation
and share option compensation expense 
earnings per ordinary share pence 10 131p 071p
diluted earnings per ordinary share pence 10 129p 071p
the group had no recognised gains or losses in the financial year or preceding financial year other than those
dealt with in the profit and loss account 17
consolidated balance sheet
consolidated balance sheet
at 31 december 2004
notes
2004 2003
£’000 £’000
fixed assets
intangible assets and goodwill 12 43783 37692
tangible assets 13 2466 1755
46249 39447
current assets
stocks 15 1226 1223
debtors 16 15563 11136
cash at bank and in hand 17 277 2188  
17066 14547 
creditors amounts falling due within one year 18 16010 12921
net current assets 1056 1626
total assets less current liabilities 47305 41073
creditors amounts falling due after more than one year 19 22010 16612
provisions for liabilities and charges deferred taxation 23  68
net assets 25295 24393
capital and reserves
called up share capital 24 10212 10050
share premium account 26 20010 19533
share option reserve 26 1030 1023
merger reserve 26 621 621
group interest in shares of triplearc plc 26 150 150
profit and loss account 26 5186 5442
shareholders’ funds – equity 27 25295 24393
the financial statements set out on pages 16 to 34 were approved by the board of directors on 14 april 2005 and
signed on its behalf by
jason cromack
director 18
company balance sheet
company balance sheet
at 31 december 2004
notes
2004 2003
£’000 £’000
fixed assets
investments 14 53341 45530
current assets
debtors 16 4104 2678
cash at bank and in hand 17  155
4104 2833
creditors amounts falling due within one year 18 8355 2550
net current assets 4251 283
total assets less current liabilities 49090 45813
creditors amounts falling due after more than one year 19 21993 16535
net assets 27097 29278
capital and reserves
called up share capital 24 10212 10050
share premium account 26 20010 19533
share option reserve 26 1030 1023
profit and loss account 26 4155 1328
shareholders’ funds – equity 27 27097 29278
the financial statements set out on pages 16 to 34 were approved by the board of directors on 14 april 2005 and
signed on its behalf by
jason cromack
director 19
consolidated cash flow statement
consolidated cash flow statement
for the year ended 31 december 2004
notes
2004 2003
£’000 £’000
net cash inflow from operating activities 4 3364 1621
returns on investments and servicing of finance
interest received 54 13
interest paid 1322 124
net cash outflow from returns on investments 
and servicing of finance 1268 111 
corporation tax paid 723 43
capital expenditure and financial investment
purchase of tangible fixed assets 13 400 8
net cash outflow from capital expenditure 400 8
acquisitions and disposals
acquisition of subsidiary undertaking 12  27943
costs incurred in connection with acquisition 12 157 1177
cash acquired on acquisition 12 161 673
overdraft acquired on acquisition 12  1512
net cash inflowoutflow from acquisitions and disposals 4 29959
net cash inflowoutflow before use of liquid resources and financing 977 28500
financing
proceeds from issue of share capital  11200
expenses paid in connection with share issue  850
repayment of loan notes 65 
short term loans repaid 540 
long term loans repaid 2300 
new long term bank loans 700 18450
capital element of finance lease payments  15
net cash outflowinflow from financing 2205 28785
decreaseincrease in cash 6 1228 285 20
notes to the financial statements
notes to the financial statements
year ended 31 december 2004
1 accounting policies
the following accounting policies have been applied consistently in dealing with items which are considered
material in relation to the group’s financial statements
a basis of preparation and status of financial statements
the financial statements have been prepared in accordance with applicable accounting standards and under
the historical cost convention on a going concern basis and comply with financial reporting standards of the
accounting standards board
b basis of consolidation
the consolidated financial statements include the financial statements of triplearc plc and its subsidiary 
undertakings prepared up to 31 december 2004  intercompany profits transactions and account balances
have been eliminated  the acquisition method of accounting is applied for acquisitions with fair values being
attributed to the identifiable net assets acquired  goodwill arising on acquisition is dealt with as set out below
the results of subsidiary undertakings acquired during the year are included in the consolidated profit and loss
account from the date of acquisition  
c turnover
turnover represents the invoiced fair value of goods and services excluding value added tax delivered to third
party customers during the year
d tangible fixed assets and depreciation
depreciation is provided by the group to write off the cost less the estimated residual value of tangible fixed
assets over their estimated useful economic lives as follows
furniture fixtures and fittings  over 4 to 10 years straightline basis
office equipment  over 4 to 10 years straightline basis
software  over 3 to 5 years straightline basis
motor vehicles  over 4 to 5 years straightline basis
freehold land is not depreciated freehold buildings are depreciated on a straightline basis at 25 per annum
leasehold improvements have been depreciated using the straightline method over the period of the lease to
the date of the next optiontobreak clause
the carrying values of tangible fixed assets are reviewed for impairment in periods if events or changes in 
circumstances indicate the carrying value may not be recoverable
e intangible assets and goodwill
intangible assets represents intellectual property and goodwill purchased goodwill arising on the acquisition of a
business representing the excess of the fair value of the consideration given over the fair value of the separate
assets acquired is capitalised positive goodwill is amortised on a straightline basis over its estimated useful life
the period during which benefits are expected to accrue purchased goodwill is being amortised over 15  20
years intellectual property acquired together with the related costs of acquisition is being amortised over three
years
where events or circumstances are present which indicate that the carrying amount of intangible assets may
not be recoverable the group estimates the recoverable amount based on the present value of future cash
flows expected to result from the use of the asset and its eventual disposition where this amount is less that the
carrying amount of the asset the group will recognise an impairment loss
f investments
investments in subsidiary undertakings are shown at cost less provisions for impairment
g debt
debt is initially stated at the amount of the net proceeds after deduction of issue costs the carrying amount is
increased by the finance cost in respect of the accounting period and reduced by payments made in the
period  21
notes to the financial statements
1 accounting policies continued
h cash and liquid resources
cash for the purposes of the cash flow statement comprises cash in hand and deposits repayable on demand
less overdrafts payable on demand
liquid resources are current asset investments which are disposable without curtailing or disrupting the business
and are either readily convertible into known amounts of cash or close to their carrying value or traded in an
active market  liquid resources comprise term deposits of less than one year other than cash
i foreign currencies
transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction
monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the
rates of exchange prevailing at that date  any gain or loss arising from a change in exchange rates subsequent
to the date of the transaction is included as an exchange gain or loss in the profit and loss account
j leased assets
where the group enters into a lease that entails taking substantially all the risks and rewards of ownership of an
asset the lease is treated as a finance lease  the asset is recorded in the balance sheet as a tangible fixed
asset and is depreciated over its useful life or the term of the lease whichever is shorter  future instalments under
such leases net of finance charges are included within creditors  the interest element of finance lease
payments is charged to the profit and loss account
all other leases are accounted for as operating leases and rental charges are charged to the profit and loss
account as incurred
k pension costs
the group makes contributions to the personal pension plans of certain employees group contributions
payable are charged to the profit and loss account 
a stakeholder pension scheme has been setup by certain of the group’s subsidiaries  all employees may elect
to contribute a portion of their pretax earnings into the stakeholder pension plan which is managed by an
independent party
l research and development
software research and development expenditure is written off in the period in which it is incurred
m stocks
stocks and work in progress are stated at the lower of cost and net realisable value after making due
allowance for obsolete and slow moving items 
n taxation
current tax is provided at amounts expected to be paid using the rates and laws that have been enacted or
substantially enacted by the balance sheet date
deferred tax is recognised in respect of all timing differences that have originated but not reversed at the
balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a
right to pay less tax in the future have occurred at the balance sheet date provision is made at the rates
expected to apply when the timing differences reverse timing differences are differences between the group’s
taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses
in tax assessments in periods different from those in which they are recognised in the financial statements
a net deferred tax asset is regarded as recoverable and therefore recognised only when on the basis of all
available evidence it can be regarded as more likely than not that there will be suitable taxable profits from
which the future reversal of the underlying timing differences can be deducted
o earnings per share 
basic earnings per ordinary share is computed by dividing the net profit attributable to ordinary shareholders 
by the weighted average number of ordinary shares in issue during the year diluted earnings per share is
computed by dividing the net profit attributable to ordinary shareholders by the weighted average number of
ordinary shares in issue after adjusting for the effects of all potential dilutive ordinary shares that were
outstanding during the year 22
notes to the financial statements
2 turnover and segmental information
the analysis of turnover by class of business is as follows
2004 2003
£’000 £’000
print procurement solutions 376 285
print management 48366 20575
48742 20860
the analysis of turnover by geographical area is as follows
united kingdom 48462 20278
other 280 582
48742 20860
the analysis of operating profitloss by class of business is as follows
print procurement solutions 513 627
print management 2659 703
2146 76
the operating profitloss is incurred solely in the united kingdom
the analysis of net assets by class of business is as follows
print procurement solutions 848 524
print management 24447 24917
25295 24393
all net assets reside in the united kingdom
3 profitloss on ordinary activities before taxation
2004 2003
£’000 £’000
profitloss on ordinary activities before taxation is stated after charging 
auditors’ remuneration
 audit fees 55 49
 nonaudit service fees 58 27
depreciation and other amounts written off tangible fixed assets
 owned 252 103
 leased  5
amortisation of intangible assets 2085 563
research and development  79
operating lease rentals including property 256 96
auditors’ remuneration for non audit services of £0027m 2003  £0266m has been included in intangible assets
4 reconciliation of operating profit to net cash  
inflow from operating activities 2004 2003
£’000 £’000
operating profit 2146 76
depreciation 252 108
profit on disposal of fixed assets 3 
amortisation of intangible assets 2085 563
non cash share option compensation expense 7 99
decrease in stocks 115 454
increase in debtors 1569 2407
increase in creditors 331 2728
net cash inflow from operating activities 3364 1621 23
notes to the financial statements
5 analysis of changes in net funds
at 31 at 31
december acquisition december 
2003 movements cash flow 2004
£’000 £’000 £’000 £’000
cash at bank and on hand 2188 161 2072 277
bank overdrafts 1223  1223 
net cash 965 161 849 277
bank loans 18450  1515 16935
total 17485 161 666 16658
6 reconciliation of net cash flow to movements in net debt
2004 2003
£’000 £’000
decreaseincrease in cash in the year 1228 285
increase in debt 700 
decrease in short term debt 540
decrease in long term debt 2300 
deferred financing costs 85 
increase in net funds resulting from cash flows 827 285
increase in new loans to fund acquisition  18450
movement in net debt in the year 827 18165
net debtfunds at 1 january 17485 680
net debt at 31 december 16658 17485
7 staff numbers and costs
the average number of persons employed by the group including executive directors during the year
analysed by category was as follows
number of employees
2004 2003
management and administration 17 9
implementation and support services 7 3
print management 97 16
sales and marketing 18 10
139 38
the aggregate payroll cost of these persons was as follows
2004 2003
£’000 £’000
wages and salaries 4755 1510
social security costs 509 160
other pension costs 70 39
5334 1709
8 interest payable and similar charges
2004 2003
£’000 £’000
a interest charges
bank loans and overdrafts 1322 123
finance lease and hire purchase charges  1
1322 124
b amortisation of deferred financing costs note 22 85  24
notes to the financial statements
9 tax on profitloss on ordinary activities
2004 2003
£’000 £’000 
a the tax charge is made up as follows
current tax
uk corporation tax on profits for the year 575 185
tax underprovided in previous years 30 
605 185
deferred tax
eliminationorigination of timing differences 68 11
537 196
b factors affecting the current tax change
the effective rate of tax for the period is higher than the standard rate of tax in the united kingdom  the
differences are set out in the tax reconciliation below  
profitloss on ordinary activities before taxation 793 35
profitloss on ordinary activities multiplied by the standard corporation
tax rate in the united kingdom at 30 2003 30 238 10
effects of
expenses not deductible for tax purposes 9 23
goodwill amortisation 626 169
depreciation in excess of capital allowances 25 37
other timing differences 49 34
losses carried forward 274 
prior year adjustment 30 
605 185
the company has not recognised any deferred tax assets in respect of operating losses carried forward as the
ultimate utilisation of these losses is uncertain
10earnings per share
2004 2003
a basic earningsloss per share
profitloss attributable to ordinary shareholders £’000 256 231
basic weighted average number of shares 201029886 79017127
dilutive potential ordinary shares from share options 2537082 
203566968 79017127
basic earningsloss per share pence 013p 029p
basic earningsloss per share has been calculated by dividing the profit 2003 – loss for each financial year by
the weighted average number of ordinary shares in issue in each year  there is no difference for 2004 between
the basic net earnings per share and the diluted net earnings per share
b adjusted earnings per share
profit attributable to ordinary shareholders £’000 2636 559
basic weighted average number of shares 201029886 79017127
dilutive potential ordinary shares from share options 2537082 142395
203566968 79159522
adjusted earnings per share pence 131p 071p
diluted earnings per share pence 129p 071p
profit on ordinary activities after taxation of £03m 2003 loss £02m is shown after deducting £03m 2003 £02m
in respect of exceptional recruitment and integration costs £22m 2003 £06m in respect of goodwill and
deferred financing amortisation and £7000 2003 £01m in respect of share option compensation expense
adjusted earnings per share has been calculated by dividing the adjusted profit of £26m after allowing for the
potential tax credit on exceptional costs 2003 £06m by the weighted average number of shares in issue at 
31 december 2004 and 31 december 2003 respectively 25
notes to the financial statements
11 loss attributable to triplearc plc
the loss for the financial year ending 31 december 2004 dealt with in the accounts of the parent company
triplearc plc was £2827m 2003 £0367m as permitted by section 230 of the companies act 1985 no separate
profit and loss account is presented in respect of the parent company
12 intangible assets and goodwill
intellectual
goodwill property total
£’000 £’000 £’000
cost
at 1 january 2004 38301 301 38602
arising on acquisition during the year 8176  8176
at 31 december 2004 46477 301 46778
amortisation
at 1 january 2004 785 125 910
charge for the year 2065 20 2085
at 31 december 2004 2850 145 2995
net book value
at 31 december 2004 43627 156 43783
at 31 december 2003 37516 176 37692
the directors consider each acquisition separately for the purpose of determining the amortisation period of any
goodwill or other acquired intangible asset that arises  the goodwill capitalised on the gl2 limited acquisition is
being written off on a straight line basis over its useful life which is estimated at 15 years the goodwill capitalised
on the acquisition of access plus plc is being written off on a straight line basis over its useful life which is
estimated to be 20 years  intellectual property capitalised on the acquisition of the software business of controlp
is being written off on a straightline basis over it useful life which is estimated at 3 years  
acquisition of hfs projects limited “hfs”
on 31 december 2004 the group acquired the entire issued share capital of hfs the assessment of fair values
at the acquisition of hfs is preliminary the net assets acquired and consideration paid was as follows
book fair value fair 
value adjustment value
£’000 £’000 £’000
tangible fixed assets 617  617
stocks 118  118
debtors 2858  2858
cash 161  161
invoice discounting advance 730  730
creditors 3389  3389
net liabilities acquired at fair value 365
goodwill arising on acquisition 8176
consideration 7811
satisfied by £’000
acquisition costs paid 157
acquisition costs accrued 59
issue of shares note 24 639
deferred consideration  present value note 19 6956
7811
net cash receipt on acquisition of subsidiary undertaking £’000
cash paid for acquisition 
costs arising on acquisition 157
overdraft acquired on acquisition 
less cash acquired on acquisition 161
4 26
notes to the financial statements
12 intangible assets and goodwill continued
hfs commenced trading on 25 april 2004  the trading results for the period ended 31 december 2004 the most
recent practicable date prior to acquisition were as follows
period to 31
december 2004
£’000
turnover 5963
cost of sales 4503
gross profit 1460
other operating expenses 1350
operating profit 110
hfs has had no effect since its acquisition on the group’s consolidated operating cash flow for the year ended
31 december 2004 as it was acquired on 31 december 2004 goodwill actual and contingent arising on the
acquisition will be amortised over its useful economic life of 15 years  further consideration of up to £8m is
payable on 15 march 2007 based on the average pre tax profits of hfs for two years ending on 31 december
2006  the deferred contingent consideration is payable as to the first £05m in triplearc plc shares the next
£25m in triplearc plc loan notes and any excess over £3m in a mixture of shares andor loan notes
acquisition of access plus plc  2003
on 17 november 2003 the group acquired the entire issued share capital of access plus plc the net assets
acquired and consideration paid was as follows
book fair value fair
value adjustment value
£000 £000 £000
tangible fixed assets 1701  1701
stocks 1633  1633
debtors 6856  6856
cash 673  673
creditors 5728  5728
net assets acquired at fair value 5135
goodwill arising on acquisition 34465
consideration 39600
satisfied by £000
acquisition costs 1177
issue of shares 10480
cash 27943
39600
net cash payment on acquisition of subsidiary undertaking £000
cash paid for acquisition 27943
costs arising on acquisition 1177
overdraft acquired on acquisition 1512
less cash acquired on acquisition 673
29959 27
notes to the financial statements
12 intangible assets and goodwill continued
the audited results for access plus plc for the year ended 31 december 2002 together with its results for the 
period from 1 january 2003 to 17 november 2003 the most recent practicable date prior to acquisition were as 
follows
period to year to
17 november 2003 31 december 2002 
unaudited audited
£000 £000
turnover 27021 30453
cost of sales 19114 21868
7907 8585
other operating expenses 5150 5594
operating profit 2757 2991
the effect of access plus plc since its acquisition on the groups consolidated cash flow for the year ended 31 
december 2003 can be estimated as follows
£000
net cash inflow from operating activities 1527
interest received 2
taxation paid 43
net cash inflow 1486
13tangible assets
group office and fixtures
leasehold freehold computer and motor 
property property equipment fittings vehicles total
£’000 £’000 £’000 £’000 £’000 £’000
cost
at 1 january 2004 1 933 655 204 149 1942
additions 88  269 35 8 400
arising on acquisition   44 555 18 617
disposals    48 11 59
at 31 december 2004 89 933 968 746 164 2900
depreciation
at 1 january 2004 1 2 165 3 16 187
charge for year 9 8 51 136 48 252
disposals  5 5
at 31 december 2004 10 10 216 139 59 434
net book value
at 31 december 2004 79 923 752 607 105 2466
at 31 december 2003  931 490 201 133 1755 28
notes to the financial statements
14 investments
company total
£’000
investment in subsidiary undertakings at cost
at 1 january 2004 45530
acquired during the year 7811
at 31 december 2004 53341
in the opinion of the directors the value of the shares in subsidiary undertakings none of which are listed is not
less than cost details of subsidiary undertakings are as follows
 holding
country of principal class of
subsidiary registration activity share held company subsidiary
access plus limited england holding company ordinary 100 
formerly plc  wales shares
triplearc limited republic of print procurement ordinary 100 
ireland solutions shares
access plus marketing england print management ordinary  100
services limited  wales shares
access plus print england print management ordinary  100
management limited  wales shares
west riding business england dormant ordinary  100
forms limited  wales shares
software stationery england dormant ordinary  100
holdings limited  wales shares
software stationery england dormant ordinary  100
specialists limited  wales shares
gl2 limited england dormant ordinary  100
 wales shares
godfrey lang limited england dormant ordinary  100
 wales shares
triplearc uk limited england dormant ordinary 100 
 wales shares
hfs projects limited england holding company ordinary 100 
 wales shares
stream direct england dormant ordinary  100
communications  wales shares
limited
stream gwc limited england data management ordinary  100
 wales shares
mash solutions limited england print management ordinary  100
 wales shares
the registered office for all subsidiary undertakings with the exception of triplearc limited is access house the
promenade clifton down bristol bs8 3aq the registered office of triplearc limited is 46 edenvale road
ranelagh dublin 6 ireland
15 stocks
group company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
raw materials and consumables 1226 1223  
there are no material differences between replacement cost of stocks and their balance sheet amounts 29
notes to the financial statements
16 debtors
group company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
trade debtors 14818 9564  
amounts owed by subsidiary undertakings   4095 2646
other debtors 375 954  32
prepayments 370 618 9 
15563 11136 4104 2678
17 cash
group company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
short term cash balances 277 2188  155
amounts required to support loan notes 33 98  
net free cash 244 2090  155
18 creditors amounts falling due within one year
group company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
bank loans and overdrafts 1899 3138 1924 1915
trade creditors 9706 6642  
taxes and social security 1047 411  
deferred consideration on acquisition 75   
corporation tax 423 527 3 
amounts owed to group undertakings   6144 
invoice discount creditor 730   
other creditors 20 1284  635
accruals 2077 821 290 
guaranteed loan notes 33 98  
16010 12921 8355 2550
the bank loans and overdraft and the long term loans in creditors greater than one year are in the form of a
facility provided by hsbc bank plc  the facility is secured on the assets of the business  obligations under
finance leases and hire purchase contracts are secured on the assets concerned  interest rates on the bank
facility are based on libor   
19 creditors amounts falling due after more than one year
group company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
deferred consideration on acquisition note 12 6956 55 6956 
deferred income – government grants 17 22  
long term loan  term facility 11206 13381 11206 13381
long term loan  revolving credit facility 3831 3154 3831 3154
22010 16612 21993 16535 30
notes to the financial statements
20financial instruments
an explanation of the group’s objectives and policies regarding financial instruments can be found on page 14
in the directors’ report  there is no difference between the book values and the fair values of the group’s
financial assets and financial liabilities either because of the relative shortterm nature of the respective
instruments or because of uncertainty regarding their future amount  the disclosure below excludes shortterm
debtors and creditors
financial liabilities
the group has an annual overdraft facility of £025m at 31 december 2004 2003  £025m  this facility is
secured by a standard fixed and floating charge over the assets of the company and all subsidiary undertak
ings  all other facilities lapsed during 2004  on 1 january 2004 the company entered into an agreement with
hsbc bank plc to compensate against potential material increases in interest rates for the period of the existing
banking facilities  the company pays a quarterly fee in advance
the company has agreed to pay deferred consideration to the vendors of hfs on 15 march 2007 on which no
interest is paid  the deferred consideration can be settled in a mixture of shares or loan notes and is contingent
on the level of average profits of hfs for the two years ending 31 december 2006  the maximum liability is £8m
and the amount shown in the accounts £6956m is the ‘present value’ of the maximum consideration after
allowing for the costs of funds at the group’s current rate of borrowing of 724
access plus limited has issued 10year guaranteed unsecured floating rate loan notes which bear interest linked
to bank base rates less 150 basis points and pay interest twice a year  the loan notes are effectively repayable
on demand on any interest payment date and are guaranteed by the group’s bankers the guarantee is
funded by an equal cash collateral which is invested on a 3 month high interest bond the group has no fixed
rate interest bearing debt
financial assets
all money market deposits are on varying rates depending on the daily demand for shortterm funds  apart
from the cash collateral there are no fixed rate financial assets over one month in length some of the group’s
financial assets are currently used as collateral for some of the group’s financial liabilities
bank and other loans are repayable within one year as follows £’000
repayable other than by instalments
bank overdraft nil
21borrowing facilities
the group had the following undrawn committed borrowing facilities available at 31 december 2004 and the
date of approval of the financial statements in respect of which all conditions precedent had been met 
at date of
at 31 approval
december financial
2004 statements
£’000 £’000
expiring in one year or less nil nil
the group’s borrowing facilities at the year end were in the form of a secured overdraft facility and the provision
of a long term loan by hsbc bank plc  the facility was secured over the assets of the group  
the hsbc facility represents a £16m term loan facility and a £4m revolving loan facility  loans under the term
facility bear interest at specific margins over libor plus standard regulatory cost  loans under the term facility
are repayable in quarterly instalments commencing 31 march 2004 and must be fully repaid on 31 december
2010  at 31 december 2004 £23m had been repaid on the term facility during 2004  at 31 december 2004
£4m had been drawn down under the revolving credit facility  31
notes to the financial statements
22 loans
group company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
bank loan
in one year or less or on demand 2000 2000 2000 2000
in more than one year but not more than two years 2000 2000 2000 2000
between three and five years 6000 6000 6000 6000
greater than five years 3700 6000 3700 6000
13700 16000 13700 16000
these loans are secured over the assets of the business and are shown before deferred financing costs of
£765000 2003  £850000
23 provisions for liabilities and charges
group company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
deferred taxation
at 1 january 68   
arising on acquisition  57  
arising during the year 68 11  
at 31 december  68  
at 31 december 2004 there are sufficient deferred tax assets within the group to offset any potential deferred
tax liabilities
24 called up share capital    
2004 2003
£’000 £’000
authorised 
300000000 2002 300000000 ordinary shares of 5p each 15000 15000
2004 2003
£’000 £’000
allotted called up and fully paid
204269126 2003 201003703 ordinary shares of 5p each 10212 10050
on 17 november 2003 a special resolution was passed to increase the authorised share capital of the company
by 180000000 ordinary shares of 5p each
the cost of gl2 limited’s shares in the company has been deducted from shareholders’ funds in accordance
with utif 37  the directors consider that the arrangements are such that the shares owned by gl2 limited have
effectively been repurchased by the group and so do not constitute an asset of the group and that to show
them as such would fail to show a true and fair view
on 17 november 2003 65498542 ordinary shares were issued to the shareholders of access plus limited in part
consideration for the acquisition of the entire share capital of that company  on the same date 70000000 5p
ordinary shares were placed with certain institutional and other investors on the readmission of the company to
the alternative investment market  the total proceeds were £112m
on 31 december 2004 3247776 ordinary shares were issued at 19675 pence per share which is a premium of
14675 pence per share to the shareholders of hfs projects limited to satisfy the initial consideration for
acquisition of the entire share capital of that company 32
notes to the financial statements
25share options 
during the year the company granted options over an aggregate of 3752857 2003 102857 ordinary shares on
the terms of the share option scheme at subscription prices ranging from 19p to 2075p per ordinary share  
the options issued in favour of peter houston nick haigh and 450000 of the options issued in favour of jt wong
are exercisable in two equal tranches depending on whether earnings targets are achieved in the financial
years ending 31 december 2004 and 31 december 2005 respectively  900000 of the options issued in favour of
jason cromack are exercisable in three equal tranches  the first two tranches may be exercised if the two
foregoing earnings targets are met  the third tranche may only be exercised if the companys average share
price is above a predetermined target over a three month period between 1 january 2005 and 30 june 2006  if
any of the targets are not met the options will lapse
the company recognised a compensation expense of £6997 2003 £99055 during the year ended 31
december 2004 for those instances in which the exercise price of the company’s options was less than the
estimated fair market value of the underlying shares at the date of grant
the company listed on the alternative investment market on 10 december 2001  the price of the company’s
shares at 31 december 2004 was 1950p 2003 1750p  during the year the average market price of the
company’s shares was 18625p  all options granted subsequent to the company’s aim listing in december 2001
have been granted with exercise prices equal to the market value at the date of grant
the following table summarises the transactions for the company’s share options for the year ending 31
december 2004
weighted
number of average
options exercise price
at 1 january 2004 13778294 017p
granted in year 3752857 020p
lapsed in year 47170 
cancelled in year 438959 
outstanding at 31 december 2004 18017280 018p
26 reserves
group
share interest in profit and
share option merger shares of loss
premium reserve reserve triplearc plc account
£’000 £’000 £’000 £’000 £’000
group
at 1 january 2004 19533 1023 621 150 5442
retained profit for the year  256
share option compensation 
expense  7
arising on share issue  477 
at 31 december 2004 20010 1030 621 150 5186
company
at 1 january 2004 19533 1023   1328
retained loss for the year  2827
share option compensation 
expense 477 7
at 31 december 2004 20010 1030   4155 33
notes to the financial statements
27reconciliation of movements in equity shareholders’ funds
2004 2003
£’000 £’000
group
opening equity shareholders’ funds 24393 3695
total recognised gains and losses 256 231
issued share capital including premium net of expenses 639 20830
increase in share option reserve 7 99
closing equity shareholders’ funds 25295 24393
2004 2003
£’000 £’000
company
opening equity shareholders’ funds 29278 8716
total recognised gains and losses 2827 367
issued share capital including premium net of expenses 639 20830
increase in share option reserve 7 99
closing equity shareholders’ funds 27097 29278
28 commitments
at the end of the financial year the group had annual commitments under noncancellable operating leases as
follows
2004 2003
land and land and
buildings other buildings other
£’000 £’000 £’000 £’000
group
operating leases which expire
within one year 249  249 43
in the second to fifth year inclusive  111 
249 111 249 43
29 pensions
triplearc plc does not operate a pension plan for its employees  however the group makes pension contribu
tions on behalf of certain employees to their personal pension plan as part of their total remuneration package
group contributions payable are charged to the profit and loss account  relevant employees may also elect to
contribute a portion of their pretax earnings into their personal pension plan  employee personal pension plans
are managed by an independent third party
total pension contributions for the year ended 31 december 2004 amounted to £70000 2003 £39000
a stakeholder pension scheme has been established by some of the group’s subsidiaries  all employees may
elect to contribute a portion of their earnings into the stakeholder pension plan that is managed by an
independent third party 34
notes to the financial statements
30 related party disclosures
by virtue of the exemption in financial reporting standard 8 for 90 per cent subsidiaries transactions between
companies in the group are not disclosed  
details on related party share details are included within the directors’ report
during 2004 triplearc limited rented 36a linhope street from even uk limited a subsidiary of even holdings
limited  rent for the period amounted to £88000 2003 £70000  these premises were vacated on 20
december 2004 and the rental arrangement on these premises terminated with effect from 31 march 2005
dr wong provides consultancy services to pacific corporate consultants limited “pacific” which in turn
provides consultancy services to triplearc limited outside the uk pursuant to an agreement dated 1 september
2003 between triplearc limited and pacific  under this agreement pacific agreed to provide global
management consultancy services to the company for a period of three years and thereafter until terminated
by either party giving six months’ notice or by way of certain automatic termination provisions in the contact
the consideration payable to pacific under the agreement is £15000 per month subject to an annual upward
only review of the £15000 per month payable to pacific under the agreement approximately £5000 per
month is attributed to dr wong
during 2004 the group traded with imagineire limited and mystical productions limited  mr jt wong is a
shareholder of mystical productions limited and dr wong is a director of both companies  the companies are
connected to the company by virtue of the above relationships during the year the group sold goods with a
value of £151643 to these companies and at the yearend £142927 was owed to the group by these
companies  at the date of signing these accounts £142390 was still unpaid
the group leases its head office premises at access house the promenade clifton bristol at an annual rent of
£57000  the landlord is the defined contribution pension scheme of which mr brettell is a beneficiary
31 post balance sheet events
there were no significant post balance sheet events
32 board approval
the board of directors approved these financial statements on 14 april 2005


Summary:
 1
five year record and financial highlights
five year record and financial highlights
year ended 31 december 2000 2001 2002 2003 2004
£’000 £’000 £’000 £’000 £’000
turnover  1443 7010 20860 48742
operating profitloss 606 1596 3012 76 2146
profitloss before taxation 607 1595 2979 35 793
profitloss before taxation and 
exceptional items note 1 607 1595 2979 149 1078
profitloss before taxation exceptional items 
and non cash charges notes 1 and 2 607 1278 2025 811 3255
earningsloss per share
basic and diluted 207p 380p 458p 029p 013p
earningsloss per share before allowing for 
exceptional items and non cash charges
notes 1 and 2 207p 305p 311p 071p 131p
diluted earningsloss per share before 
allowing for exceptional items and 
non cash charges notes 1 and 2 207p 305p 311p 071p 129p
note 1 during 2004 the company incurred exceptional costs of £0285m 2003  £0184m
note 2 the company has incurred the following non cash charges to operating profit
goodwill amortisation  66 281 563 2085
non cash share option expense  251 673 99 7
deferred financing costs  85