annual report  
 accounts
2011
lupus capital annual report  accounts 2011 lupus capital plc is a 
leading international 
supplier of building 
products to the door 
and window industry
americas uk  continental europe asia  australasia
 building products  
manufacturing
 building products  
sourcingdistribution
company overview
01 highlights
02 our business at a glance 
04 chairman’s statement
business review
06 chief executive officer’s review 
10 chief financial officer’s review
14 principal risks and uncertainties
16 corporate social responsibility 
report
corporate governance
18 board of directors
20 directors’ report 
23 corporate governance
27 remuneration report letter
28 directors’ remuneration report
34 independent auditor’s report
financial statements
35 consolidated income statement
36 consolidated statement of 
comprehensive income
36 consolidated statement of 
changes in equity
37 consolidated balance sheet
38 consolidated cash flow 
statement
39 notes to the financial statements
74 independent auditor’s report
75 company balance sheet
76 notes to the company financial 
statements
79 advisers
79 definitions
79 roundings
79 exchange rates
80 notice of annual general meeting
83 the dividend reinvestment plan
87 form of proxy 01
company
overview
business
review
corporate
governance
financial
statements
highlights
  disposal of gall thomson leads to the creation 
of a focused building products group
  the disposal reduces leverage at 31 december 
2011 from 224x to 07x net debt ebitda
1
  underlying earnings per share from continuing 
operations increased by 3 per cent to 904 pence 
2010 878 pence
  dividend increased by 75 per cent to 35 pence 
per share 2010 20 pence
  refinancing to march 2016 gives the group 
financial flexibility and improved interest profile
  overland products acquisition in the us
sales
2
£2304m
2010 £2525m 
9
underlying eps
2
904p
2010 878p 
3
leverage
1
07x
2010 24x
underlying 
operating profit
2
224m
2010 £261m 14
dividend per share
350p
2010 200p
75
underlying net debt
1
£230m
2010 £947m
1  these figures are pro forma figures following the disposal of gall thomson
2 all continuing operations 02 company overview
our business at a glance
us building 
products
amesbury
our us building products division 
operates as amesbury with 
manufacturing and distribution 
capability throughout the usa 
amesbury offers the complete 
range of door and window sealing 
solutions and hardware 
amesbury is america’s leading 
manufacturer of door and window 
seals with brands such as foam
tite
®
 and schlegel’s qlon
®
 
and highquality textile offerings 
in addition amesbury manufactures 
custom thermoplastic extrusions 
and multidurometer profiles 
amesbury also manufactures block 
and tackle and constant force 
window balances for single and 
doublehung windows and is a 
leading door hardware distributor
through its subsidiary overland 
amesbury supplies an extensive range 
of stampings for a range of applications 
mainly in the fenestration market
sales
£1054m
2010 £1170m
1
 10
underlying operating profit
£113m
2010 £140m
1
 19
uk building 
products
grouphomesafe
our uk building products division 
operates as grouphomesafe 
grouphomesafe is a leader in the
design development manufacture 
and distribution of innovative 
solutions to improve performance 
and enhance protection and security 
for the residential building and 
home improvement markets
grouphomesafe provides a wide 
range of products and solutions 
including window and door hardware 
sash window renovation composite 
doors and weatherstripping seals
sales
£890m
2010 £979m
1
 9
underlying operating profit
£77m
2010 £82m
1
 6
international 
building products
schlegel international
our international building 
products division operates as 
schlegel international in a number 
of countries worldwide with 
manufacturing sites in germany 
spain belgium and australia and 
numerous distribution and sourcing 
operations this gives us a unique 
insight into local markets and offers 
the potential to sell our extensive 
product range internationally 
our core brand internationally is 
schlegel whose seals are sold in 
more than 75 countries around the 
world also manufactured are related 
products such as cleaning brushes 
static control devices for copiers 
and printers speciality automotive 
products such as sunroof seals and 
truck spray suppressants tractor 
seat trim and sway bar bushes
sales
£360m
2010 £376m
1
 4
underlying operating profit
£34m
2010 £39m
1
 13 03
company
overview
business
review
corporate
governance
financial
statements
us building 
products
amesbury
our us building products division 
operates as amesbury with 
manufacturing and distribution 
capability throughout the usa 
amesbury offers the complete 
range of door and window sealing 
solutions and hardware 
amesbury is america’s leading 
manufacturer of door and window 
seals with brands such as foam
tite
®
 and schlegel’s qlon
®
 
and highquality textile offerings 
in addition amesbury manufactures 
custom thermoplastic extrusions 
and multidurometer profiles 
amesbury also manufactures block 
and tackle and constant force 
window balances for single and 
doublehung windows and is a 
leading door hardware distributor
through its subsidiary overland 
amesbury supplies an extensive range 
of stampings for a range of applications 
mainly in the fenestration market
sales
£1054m
2010 £1170m
1
 10
underlying operating profit
£113m
2010 £140m
1
 19
uk building 
products
grouphomesafe
our uk building products division 
operates as grouphomesafe 
grouphomesafe is a leader in the
design development manufacture 
and distribution of innovative 
solutions to improve performance 
and enhance protection and security 
for the residential building and 
home improvement markets
grouphomesafe provides a wide 
range of products and solutions 
including window and door hardware 
sash window renovation composite 
doors and weatherstripping seals
sales
£890m
2010 £979m
1
 9
underlying operating profit
£77m
2010 £82m
1
 6
international 
building products
schlegel international
our international building 
products division operates as 
schlegel international in a number 
of countries worldwide with 
manufacturing sites in germany 
spain belgium and australia and 
numerous distribution and sourcing 
operations this gives us a unique 
insight into local markets and offers 
the potential to sell our extensive 
product range internationally 
our core brand internationally is 
schlegel whose seals are sold in 
more than 75 countries around the 
world also manufactured are related 
products such as cleaning brushes 
static control devices for copiers 
and printers speciality automotive 
products such as sunroof seals and 
truck spray suppressants tractor 
seat trim and sway bar bushes
sales
£360m
2010 £376m
1
 4
underlying operating profit
£34m
2010 £39m
1
 13
1  comparative figures for 2010 have been revised 
to reflect the elimination of intragroup trading 
more accurately and to reapportion head 
office overheads previously included in the 
results of the discontinued oil services division 04 company overview
chairman’s statement
jamie pike
the trading environment in the us  
and uk building products markets 
during 2011 proved to be as challenging 
as expected however the continued 
focus of the group on self help 
measures enabled further progress  
to be made as the group moves 
towards recovery in its end markets
results from continuing operations
total sales of building products in the year of £2304 
million decreased by 88 per cent from the prior year 
2010 £2525 million in constant currency terms total 
sales decreased in the year by 76 per cent
despite our success in passing on pound for pound input 
cost increases the lower volumes sold by the building 
products division in 2011 impacted both gross and 
operating margins the group’s gross profit margin 
decreased to 315 per cent from 329 per cent in 2010 
underlying operating profit decreased by 141 per cent to 
£224 million 2010 £261 million underlying earnings per 
share from continuing operations increased by 3 per cent 
to 904 pence 2010 878 pence 
during the year the group refinanced its banking facilities 
into a new £110 million multicurrency term loan and a 
£30 million multicurrency working capital facility this 
successful early refinancing of facilities gives lupus a 
sound financial platform until march 2016 and provides 
the group with more favourable terms reduced costs and 
significantly enhanced flexibility as at 31 december 2011 
the group’s underlying net debt was £912 million 
2010 £947 million
board
there were no changes to the board during the year  
in accordance with best practice the board has agreed 
that each director will voluntarily offer themselves for 
reelection at each annual general meeting that they are 
not required to retire from office accordingly james 
brotherton jamie pike louis eperjesi les tench and 
martin towers will voluntarily offer themselves for 
reelection at the 2012 annual general meeting 
dividends
the group’s enhanced financial position following the 
disposal of gall thomson enables the board to recommend 
a final dividend of 35 pence per share 2010 20p per 
share an increase of 75 per cent and covered 26 times by 
underlying earnings per share from continuing operations 
the final dividend will absorb approximately £45 million of 
cash resources and is expected to be paid following the 
annual general meeting scheduled for 25 may 2012
the increased dividend is a sign of our confidence in the 
group’s improved financial position and prospects going 
forward the board intends to continue a progressive 
dividend policy taking into account the group’s leverage 
earnings growth potential and future expansion plans
the board has reviewed the group’s dividend policy in 
the light of the group’s altered profitability and cash flow 
characteristics going forward the board intends to target 
dividend cover of between 20–25x underlying eps 
through the cycle
the group intends to resume interim dividend payments 
during 2012
 
overview
the disposal of gall thomson upon favourable terms marks 
the completion of the refocusing of lupus as a supplier of 
components to the door and window industry worldwide 
the group now has significant financial flexibility to achieve 
its strategic goals and to accelerate the development of the 
building products division
we believe that the building products division will continue 
to outperform its key markets in 2012 and beyond due to 
the group’s relative financial strength following the disposal 
of gall thomson market conditions however remain 
challenging across all our markets
in north america we are pleased with the new facility in 
atlanta georgia as it comes on stream and the integration 
of overland products into the group 05
hardware £621m
foam sealing £416m
balances £336m
pile sealing £269m
reinforcer £229m
extrusions £226m
composite 
doors £130m
other £78m
sales by product
total building products
company
overview
business
review
corporate
governance
financial
statements
outlook
we believe that the group will continue to outperform its 
key markets in 2012 and beyond due in part to the group’s 
relative financial strength following the disposal of gall 
thomson
during the course of 2012 the group intends to change  
its name and branding to reflect the focus of lupus as a 
supplier of components to the door and window industry 
worldwide a resolution to permit the board to make this 
change will be proposed at the agm and we will keep 
shareholders informed of progress in this regard
the board believes the group is now well positioned 
for the future
jamie pike
chairman
20 april 2012
lockguard and high  
security handle
the lockguard and high security 
handles have been developed 
specifically to address the security 
risks associated with snapping of 
euro profile cylinders suitable for 
upgrading security on new and 
existing doors the high security 
handle meets the new ts 007 testing 
standard as a two star product 
the handle shields the cylinder 
behind the backplate giving access 
only to the key slot and when used 
with era’s kitemarked anti bump 
cylinder the door lock is protected 
against all forms of cylinder attack 
and accumulates the ts 007 three 
stars the high security handle is 
manufactured from forged 
aluminium for strength and the 
curvature of the backplate gives 
increased resistance against mole 
grip attacks on the door 06
0
50
100
150
200
250
0
5
10
15
20
25
30
100
120
80
60
40
20
00
sales
2262
2494
2304
2009 2010 2011
operating proﬁt and margins
184
257
224
81
103
97
2009 2010 2011
£m £m
0
20
40
60
80
100
120
0
2
4
6
8
10
12
14 120
100
80
60
40
20
00
sales
1013
1128
1054
99
135
113
2009 2010 2011
operating proﬁt and margins
98
119
108
2009 2010 2011
£m £m
business review
building products
1
the building products division comprises the group’s door 
and window hardware and seals operations the division’s 
businesses are market leaders and operate across the 
americas the uk europe and australasia in 2011 trading 
in our building products businesses declined as markets 
continued to be difficult 
while building products sales have decreased in 2011 
compared to the prior year they have stayed relatively flat 
2 compared to 2009 however operating profit in 2011  
is up 22 on the level achieved in 2009 as operating profit 
margins have been maintained closer to the level achieved  
in 2010 which is significantly above the margin achieved  
in 2009
during the year we completed an organisational 
restructuring of our building products division outside of 
north america with separate md divisional roles created 
for the uk and ireland business and the international 
business external hires have been appointed to these 
key management roles and this reorganisation and 
strengthening of our divisional management team will 
enable us to provide increased focus to each region and 
facilitate expansion into new products and geographies 
during 2011 we remained focused on maintaining tight 
controls over costs in all our businesses headcount at 31 
december 2011 in the building products division of 1880 
was lower than the prior year 2010 1956 as we flexed 
labour where necessary and permitted limited selective 
hiring of permanent personnel only where merited by 
business activity levels raw material prices of steel and oil 
derivative products increased during the first half of the 
financial year but ameliorated during the second half we 
continued to adopt a structured and disciplined approach 
to increases to our cost base ensuring that we multisource 
product wherever possible and remain diligent in passing 
permanent cost increases on to customers
us building products
1
amesbury our north american building products business 
had an encouraging start to the financial year however saw 
demand soften across the remainder of 2011 as us window 
shipments fell year on year quoting levels across amesbury 
increased in the fourth quarter as customers continue to 
look at consolidating their supply base and consider new 
product development opportunities
chief executive officer’s review
louis eperjesi
while building products sales have 
decreased in 2011 compared to prior 
year they have stayed relatively flat 
2 compared to 2009 however 
operating profit in 2011 is up 22  
on the level achieved in 2009
1 at constant exchange rates comparative figures for 2009 and 2010 have 
been revised to reflect the elimination of intragroup trading more accurately 
and to reapportion head office overheads previously included in the results 
of the discontinued oil services division 07
0
20
40
60
80
100
120
0
2
4
6
8
10 100
80
60
40
20
00
sales
857
979
890
2009 2010 2011
operating proﬁt and margins
78
83
87
67
82
77
2009 2010 2011
£m £m
company
overview
business
review
corporate
governance
financial
statements
we remain positive about the longterm prospects for 
amesbury and in 2011 continued to invest in the north 
american business towards the year end we started the 
fit out of our new extrusion plant in atlanta which came 
on stream in february 2012 and in december 2011 
we announced the us15 million acquisition of overland 
which adds a number of complementary stamping 
products to the amesbury offering
we have started a significant programme of investment 
in it systems in amesbury that will move all our north 
american businesses onto a common platform 
streamlining reporting and improving our customer and 
supplier interface over the next three years we expect 
to invest approximately us5 million in this programme
new products launched into the american market in 2011 
included our initial casement winder offering microbial 
pile intumescent seals as well as numerous bespoke 
products developed for individual customers
novaseal 
the top two seals in the picture 
above are novaseals which are 
timber window weatherseals  
these seals are designed to be  
cost effective high performance 
weatherseals that are simple and  
fast to insert combining the 
benefits and performance of 
urethane foam with the design 
functionality of extrusions along 
with a supple tpe lip for ease of 
insertion the result is a seal with 
excellent memory and very low 
compression force 
moaf seal
the bottom seal in the picture above 
is a moaf window seal moaf seals 
combine improved compression 
compared to epdm excellent 
durability maximum flexibility and 
do not require a labour intensive 
fitting process combining a variety 
of qlon profiles with a number of 
extruded bases we have a wide 
range of options to suit all rebate 
sizes and seal gaps these seals are 
now fitted in over 30 million 
windows worldwide
uk building products
1
1 comparative figures for 2009 and 2010 have been revised to reflect the 
elimination of intragroup trading more accurately and to reapportion  
head office overheads previously included in the results of the  
discontinued oil services division 08
0
5
10
15
20
0
2
4
6
8
10
12
50
60
40
30
20
10
0
sales
126
137
191
2009 2010 2011
operating proﬁt and margins
68
101
543
553
76
527
2009 2010 2011
£m £m
0
10
20
30
40
0
1
2
3
4
5
6 120
100
80
60
40
20
00
392 387
360
2009 2010 2011
operating proﬁt and margins sales
46
105
93
18
40
33
2009 2010 2011
£m £m
business review
chief executive officer’s review 
continued
in the uk and ireland grouphomesafe’s smaller portfolio 
businesses – balance ventrolla and linear – each exhibited 
very strong growth and continued to take market share 
with our differentiated product offering partially offsetting 
weaker demand from larger customers such as window 
fabricators and social housing contractors 
the distribution sector held up well during the year as 
consumers continued to undertake small scale repair 
projects however the oem sector saw marked declines 
as homeowners appeared reluctant to commit to larger 
scale refurbishment projects the social housing sector 
continued to contract as housing associations and local 
authorities reduced expenditure 
there were significant movements in input costs during 
the year with increases coming through in the first half 
which eased in the second half we successfully continued 
our policy of passing on cost increases as they occurred  
in order to defend margins despite input cost volatility  
and continued losses incurred within our composite  
doors business the underlying operating margin  
for grouphomesafe improved slightly in the year  
as we successfully flexed our cost base
our composite door business had another difficult year 
with further declines in its key social housing markets 
and remained loss making across the year as a whole the 
business had some initial success in the year in selling direct 
to the trade and retail composite door markets and will look 
to develop this route to market further in 2012 following the 
introduction of our online door configurator in 2011 
further actions were taken to reduce the cost base 
streamline manufacturing processes and review the 
operational footprint 
during the period we continued the development 
of “grouphomesafe” as the umbrella brand for our uk 
building products business and maintained our focus 
on improving our customer service within the uk market 
as we seek to differentiate ourselves from the competition 
by setting industry leading standards for delivery on time 
and in full
new products launched into the uk and ireland market in 
2011 included a door offering from ventrolla a range of 
suited hardware and a biometric lock offering from era 
and an intumescent seal from schlegel
international building products
12
our international building products division which goes to 
market under the schlegel brand has seen sales decrease 
in 2011 compared with the corresponding period last year
northern and eastern european markets remained strong 
and demonstrated growth year on year however southern 
european markets remained subdued our brazilian 
business continued to gain market share and position 
in australasia the year started slowly following the various 
natural disasters in the region but showed some signs 
of improvement towards the year end profitability in the 
division was affected by a combination of operational 
gearing and product mix
the new management structure we have put in place for 
the international division enables us to provide increased 
focus to the division and should facilitate expansion into 
new products applications and geographies
discontinued operations – oil and gas services
2
in 2011 our oil and gas services division comprised  
the gall thomson and klaw businesses gall thomson 
environmental is the world’s leading supplier of marine 
breakaway couplings “mbcs” and through its klaw 
subsidiary is a supplier of industrial couplings including 
quick release and breakaway couplings
1 at constant exchange rates 
2 comparative figures for 2009 and 2010 have been revised to reflect the 
elimination of intragroup trading more accurately and to reapportion  
head office overheads previously included in the results of the  
discontinued oil services division 09
company
overview
business
review
corporate
governance
financial
statements
challenger plus hinge
the challenger plus hinge builds on 
the principles of the tried and tested 
challenger which has become the 
industry standard door hinge 
incorporating increased adjustability 
and a reduction of components the 
challenger plus provides superior 
fitting tolerances and reduced 
fabrication time additionally the 
unique lift off feature allows for 
simple one person installation of 
door sets 
suitable for pas 24 specifications 
the challenger plus is available in  
an extensive range of finishes 
outlook
2012 has started with sales and orders broadly in line  
with 2011 which is encouraging considering the relatively 
strong start we saw last year however our view is that our 
end markets will remain relatively subdued across this year 
as a whole as market conditions remain challenging across 
all our geographies
in 2012 the consensus view is for uk and irish markets to 
show further decline compared with 2011 reflecting lower 
consumer spending on rmi and continued downward 
pressure on social housing budgets in north america we 
expect markets to be broadly flat across the year and in 
continental europe we believe markets overall will be 
slightly down with southern european markets remaining 
difficult in australasian markets we expect to see a return 
to growth this year and continued development in south 
american markets
we continue to see opportunities for profitable investment 
that distinguish us from the competition across all of our 
businesses as evidenced by the acquisition of overland 
products in december 2011 and will continue to deploy 
capital selectively where we believe it will enhance 
shareholder value
louis eperjesi
chief executive officer
20 april 2012 10
us 46
uk 38
international 16
2011 building products 
sales by sector
us 51
uk 34
international 15
2011 building products 
underlying operating proﬁt 
by sector
business review
chief financial officer’s review
james brotherton
net finance costs decreased by 
202 per cent to £97 million  
2010 £121 million reflecting  
a combination of lower levels of 
absolute debt and the beneficial 
impact of the 2011 refinancing  
on margins payable net cash  
interest paid of £67 million 2010 
£93 million was 279 per cent  
lower than that paid in 2010
results from continuing operations 
for the year ended 31 december 2011 compared with the 
prior year the group generated the following results from 
continuing operations
sales
total sales of building products in the year of £2304 
million decreased by 88 per cent from the prior year 
2010 £2525 million in constant currency terms total 
sales decreased in the year by 76 per cent 
margins
despite our success in passing on pound for pound input 
cost increases the lower volumes sold by the building 
products division in 2011 impacted both gross and 
operating margins the group’s gross profit margin 
decreased to 315 per cent from 329 per cent in 2010 
the underlying operating margin for the group decreased 
from 103 per cent in 2010 to 97 per cent in 2011 
profits
underlying earnings before interest tax depreciation and 
amortisation were £277 million 2010 £325 million 
underlying operating profit decreased by 141 per cent to 
£224 million 2010 £261 million on a constant currency 
basis this represents a decrease of 128 per cent over the 
prior year 
underlying administrative expenses decreased by £68 
million or 120 per cent to £501 million 2010 £569 
million administration costs included lower freight 
commission and management incentive costs associated 
with the subdued levels of activity
net finance costs decreased by 202 per cent to £97 
million 2010 £121 million reflecting a combination of 
lower levels of absolute debt and the beneficial impact of 
the 2011 refinancing on margins payable amortisation of 
borrowing costs increased from £23 million to £31 million 
reflecting the write off of £29 million of costs associated 
with the 2009 bank facility net cash interest paid of £67 
million 2010 £93 million was 279 per cent lower than 
that paid in 2010
underlying profit before taxation from continuing 
operations was £05 million lower at £163 million 2010 
£168 million with the improved interest position partially 
offsetting the decline in underlying operating profit
earnings per share
underlying earnings per share from continuing operations 
increased by 3 per cent to 904 pence 2010 878 pence 
basic earnings per share from continuing operations 
increased from 115 pence in 2010 to 623 pence 
 
exceptional costs
exceptional costs of £08 million 2010 £04 million were 
incurred during the period principally in connection with 
the further restructuring of the uk composite doors 
business and the reorganisation of the building products 
division outside of north america 11
company
overview
business
review
corporate
governance
financial
statements
constant force window balance
the constant force window balance 
offers many technical and cost 
benefits to our customers because 
of its coil design the typical constant 
force balance will cover the window 
height spectrum which only leaves 
the weight of the window to be 
matched with the coil weight 
amesbury provides the widest coil 
weight range in the industry ranging 
from 35 lbs up to 40 lbs which 
helps to keep the customer’s stock 
keeping unit “sku” count very low 
thereby minimising inventory costs 
and maximising stock turns for our 
customers amesbury’s patented 
“hammerhead” coil tail design 
further reduces the sku count as the 
user is able to connect up to 4 of the 
same size coils in a row to achieve 
heavier weight ranges by contrast 
the only solution our competitors 
can offer is to provide 4 different 
coils each with a different length 
thereby increasing the customer’s 
stock holding costs and complicating 
their assembly process 
taxation
there was a net tax credit in the year amounting to £68 
million in respect of continuing operations 2010 charge 
of £03 million exceptional tax credit adjustments in 
respect of prior periods of £50 million arose in 2011 from 
the clarification with the tax authorities of the tax treatment 
of provisions principally those made at the time of the 
acquisitions in 2006 and 2007 
excluding the effect of the change in tax rates on deferred 
tax and the adjustments in respect of prior periods the 
underlying tax rate on the underlying profit before taxation 
of continuing operations was 28 per cent 2010 32 per 
cent the underlying tax rate decreased during 2011 due 
mainly to the corporation tax rate reductions in the 
united kingdom 
the underlying cash tax rate in the year was 11 per cent 
2010 14 per cent and is lower than the underlying tax rate 
due to historic losses utilised and tax deductible goodwill 
the underlying cash tax rate is expected to trend towards 
the underlying tax rate over the coming years
financial position
during the year the group continued to focus on the  
tight management of working capital operational cash 
generation and the reduction of net debt 
working capital
we have continued our focus on tight management  
of working capital some investment in inventory was 
required during the year in part a consequence of the  
high levels of trading that we saw at the end of 2010  
which depressed year end inventory levels 
during the year a number of our customers ceased 
trading however vigilant management of customer credit 
risks throughout the year starting at the point of sale 
meant that bad debts written off amounted to only 03 per 
cent of sales 2010 01 per cent during the year we were 
successful in extending credit terms over the purchase of 
certain products which in turn benefited our payables 
position with no adverse affect on our supplier base 12 business review
we continue to promote the financial strength of the 
group to the credit insurers of our major suppliers in order 
to optimise the credit terms that we receive from our 
supplier base and to work closely with our customer base 
to ensure we understand their balance sheet position and 
creditworthiness
cash flow
for the group as a whole net cash inflow from operating 
activities of £307 million was approximately 15 per cent 
lower than the prior year 2010 £363 million principally 
due to lower levels of operating profit combined with some 
incremental investment in working capital in the year 
capital expenditure increased by 32 per cent to £44 
million 2010 £33 million which meant that operational 
cashflow fell to £282 million 2010 £353 million
operational cash flow from continuing operations was 
approximately £190 million 2010 £287 million and 
operating cash conversion from continuing operations 
was approximately 848 per cent 2010 1100 per cent 
this is lower than our through the cycle target which 
remains at 100 per cent over the past three years the 
group has averaged operating cash conversion from 
continuing operations of 115 per cent
net debt position
as at 31 december 2011 the group’s underlying net debt 
was £912 million 2010 £947 million this figure is stated 
after the payment of approximately us15 million to 
acquire overland as announced on 23 december 2011 
on a pro forma basis the group’s underlying net debt 
following the disposal of gall thomson at 31 december 
2011 would have been approximately £23 million
average underlying net debt during the year was £918 
million 2010 £1139 million under the ifrs definition 
which reduces debt by unamortised bank fees net debt  
at the year end was £888 million 2010 £917 million
banking and covenants
during the year the group refinanced its banking facilities 
into a new £110 million multicurrency term loan and a £30 
million multicurrency working capital facility this successful 
early refinancing of facilities gives lupus a sound financial 
platform until march 2016 and provides the group with 
more favourable terms reduced costs and significantly 
enhanced flexibility
covenant measures leverage
interest 
cover
debt 
service
performance requirement less than more than more than
covenant 325x 400x 100x
measure at 31 december 
2011
1
224x 647x 445x
headroom at 31 december 
2011
2
311 382 775
1 all covenant measures calculated as defined by the group’s 2011 facility 
agreement 
2 headroom relates to ebitda or cashflow available for relevant debt service
the group’s key banking performance metric is leverage 
calculated as the proportion of underlying net debt to 
adjusted ebitda on a pro forma basis following the 
disposal of gall thomson the group’s leverage at the year 
end would have been approximately 07x measured on the 
same basis as the banking covenants
following the disposal and related permanent debt 
repayments of approximately £30 million the group’s 
facilities reduce to a multicurrency term loan of 
approximately £80 million and a £30 million multicurrency 
working capital facility
defined benefit pension and postretirement 
benefit schemes
the group’s principal defined benefit pension scheme and 
postretirement healthcare benefit scheme is operated in 
the us the pension scheme is closed to new entrants and 
postretirement healthcare benefit contributions are capped
at 31 december 2011 the defined benefit obligation  
for all group pension and postretirement healthcare 
benefit schemes was £218 million 2010 £189 million 
and the schemes had plan assets of £121 million 2010 
£116 million resulting in an increased net deficit on  
the schemes of £97 million 2010 £72 million
cash contributions made to the schemes in the year were 
£12 million 2010 £08 million
property
during the year we have continued to examine our 
manufacturing footprint as we seek to develop centres 
of excellence that give us sufficient flexibility to manage 
current demand levels but allow us the potential to respond 
quickly to changes in the market environment if required
in north america we completed the first stage of 
rationalisation of operations at sioux falls south dakota 
combining our door and window hardware facilities onto  
a single site we retain the freehold of the vacant site and 
are exploring options for divestiture we signed a five year 
lease on our new atlanta extrusion facility and took on an 
additional 20000 sq ft at our leasehold facility in juarez 
mexico as we continue to develop our near shoring 
strategy for the north american market
in the uk we extended our lease at ews wolverhampton 
for a further five years to march 2020 and assigned the 
lease on unit b one of the two remaining surplus 
properties at peterlee county durham 
during the year the group utilised aggregate property 
provisions of £13 million and released further property 
provisions of £12 million principally in connection with 
the exit from unit b at peterlee 
since the year end we have successfully assigned the lease 
on unit a at peterlee and have been released from all 
remaining obligations in connection with the peterlee site 
chief financial officer’s review  
continued 13
60
70
80
90
100
110
120
130
group net debt movement
net debt
31 december 2010
pension ﬁnancing
tax
exceptional and
provisions utilised
working capital
equity dividends
loan fees paid
capital expenditure net
interest
ebitda
pro forma net debt
prior to overland
overland investment
actual net debt
31 december 2011
947
12
19
19
21
26
26
49
67 378
808
104 912
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this will result in a release to the income statement in 2012 
of around £19 million of provisions which will increase 
2012 profit after tax by approximately £14 million
the exit of the two peterlee properties will save the group 
in excess of £30 million in cash costs of rent rates utilities 
and services over the six years to march 2018
discontinued operations
the results of gall thomson are presented in aggregate as 
discontinued and are disclosed as a one line item on the 
face of the consolidated income statement transaction
related costs including legal and accountancy costs and 
adviser fees of approximately £2 million will be charged 
against the profit on sale of discontinued operations in the 
2012 financial statements
the disposal of gall thomson for £75 million was 
announced on 13 march 2012 and will lead to an 
accounting profit on disposal of approximately £53 million 
which will be recognised in the 2012 financial statements
2012 guidance
following the disposal of gall thomson the group will have 
very different operating characteristics in 2012 and beyond
the increased operational gearing of the group will lead 
to greater volatility in the income statement depending on 
whether volumes increase or decrease the group will 
continue to explore routes to make the cost base more 
flexible in line with changes in sales volumes
as a predominantly northern hemisphere building products 
company the group would expect to turn cash positive in 
september each year and to generate substantially all of its 
surplus cash in the last six weeks of the financial year
capital expenditure in 2012 is expected to be between 
£5 million and £6 million reflecting increased investment 
in new product development and the announced 
investment in amesbury it systems 
james brotherton
chief financial officer
20 april 2012 14 business review
principal risks and uncertainties
risk description mitigation
market conditions
the overall growth and demand for 
the group’s products is subject to the 
usual drivers of construction activity 
ie general economic conditions 
interest rates businessconsumer 
confidence levels unemployment 
population growth etc this demand 
can be unpredictable and the group 
has a low visibility of future orders 
from its customers during any 
economic downturn customers and 
competitors may apply pressure to 
prices and this pressure can lead to 
lasting changes in terms of pricing 
policies delivery capabilities and 
market expectations
reductions in the group’s net debt 
and the negotiation of new banking 
facilities committed until march 2016 
have strengthened the group’s ability 
to withstand future downturns in its 
markets the geographic spread of our 
business and our ability to flex our cost 
base helps to mitigate some of this risk 
management prepares regular 
forecasts and reviews that focus on 
remedial action plans required to 
deliver the desired performance during 
the balance of the year continuing to 
monitor and measure our commercial 
performance enables us to offer 
industry leading customer service 
which improves customer retention 
and wins new customers planned 
investment in erp systems will 
enhance management visibility of 
operational performance and drive 
continuous improvement in customer 
service product availability and 
product quality
risk description mitigation
competitors
the group may face significant 
competition both actual and 
potential including competition from 
global competitors which have large 
capital resources in the provision of 
similar goods and services to those 
which are provided by the group 
competition in the industry is based 
upon range and quality products 
offered geographical reach 
reputation and client relationships 
aggressive pricing from our 
competitors could cause a reduction 
in our revenues and margins
some of our markets are relatively 
concentrated with two or three key 
players while others are highly 
fragmented and offer significant 
opportunities for consolidation and 
penetration furthermore the 
directors believe that in view of its 
range of products focus on setting 
industry leading standards for delivery 
on time and in full geographical 
spread strategic focus and reputation 
the group can compete effectively 
with its competitors we aim to 
minimise the impact of aggressive 
pricing by competitors through a 
low cost manufacturing strategy 
supported by our programmes of 
continuous process improvements 
and building longterm relationships 
with our customers based on value 
quality service and added value 
technical support
risk description mitigation
loss of major 
customers
the success of the group will to 
some extent be dependent on 
the continuation of satisfactory 
commercial relationships with 
the major customers of the group
the group aims to build longterm 
relationships with our customers 
based on value quality service and 
added value technical support the 
group has a well diversified customer 
base the top ten customers account 
for less than 25 of total group sales 15
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risk description mitigation
raw material  
costs and supply 
chain failures
the raw materials used in the group’s 
businesses include commodities that 
experience price volatility such as oil 
derivatives steel aluminium and zinc 
caused by changes in supply and 
demand and commodity market 
fluctuations the group’s ability to 
deliver according to market demands 
depends in large part on obtaining 
timely and adequate supplies of 
components and raw materials on 
competitive terms failure by any of 
the group’s suppliers could 
significantly limit the group’s sales 
and increase its costs
the group is developing a strategic 
sourcing and procurement capability 
which will enhance our knowledge of 
raw material price risks and our risk 
management approach the group 
aims to minimise these risks through 
strong longterm relationships with 
suppliers economies of purchasing 
multiple suppliers and inventory 
management in addition the group 
will seek to increase the price of its 
products or apply surcharges to its 
customers to recover unavoidable 
input cost increases
risk description mitigation
key executives  
and personnel
the group’s future success is 
substantially dependent on the 
continued services and performance 
of its executive directors and senior 
management and its ability to 
continue to attract and retain highly 
skilled and qualified personnel
the remuneration committee 
maintains a remuneration policy that 
aims to attract motivate and retain  
key personnel for the group this 
incorporates a significant element of 
performance related remuneration to 
align executive interests with those of 
shareholders key elements of this are 
the lupus capital long term incentive 
plan and the deferred share bonus 
plan remuneration packages are 
reviewed and externally benchmarked 
on a regular basis the group also 
maintains a strong culture of 
accountability empowerment and 
personal development throughout  
its business units
risk description mitigation
financial risks
the group operates on a global  
basis and is therefore exposed to 
transactional and translational foreign 
exchange risk against sterling the 
group is also exposed to interest rate 
risks liquidity and credit risks
the group denominates some  
of its debt in foreign currency to 
match some of its exposure to the 
translational balance sheet risks 
associated with overseas subsidiaries 
ancillary bank facilities are available 
to manage some of the foreign 
exchange transactional risks and 
interest rate exposure through the 
use of derivative financial instruments 
the group maintains adequate cash 
balances and credit facilities based 
on forecasts of expected cash flow 
further information on these risks is 
given in note 21 to the group’s 
financial statements 16 business review
the company being traded on aim is not required 
to comply with the provisions of the corporate 
governance code nevertheless the directors 
acknowledge the importance of corporate social 
responsibility reporting and have chosen to make  
the following voluntary disclosures
lupus considers that minimising its impact on the 
environment and ensuring that it has a positive interaction 
with its employees and the local communities it has a 
presence in to be important factors in its success
health and safety
the board is committed to providing a clean healthy  
and safe working environment and accepts collective 
responsibility for health and safety management the 
board considers this to make good business sense and 
regards it as a duty owed to its stakeholders the chief 
executive is the board member responsible for the group’s 
health and safety performance and through the divisional 
management the operational management of each 
individual operating unit is responsible for their own health 
and safety performance standards for health and safety 
vary widely across the countries where the group 
operates as a minimum the standards adopted are those 
required by law but the policy is to seek to exceed these 
where there is a demonstrable benefit
the profile of the importance of safe working practices  
has been increased throughout the group with details  
of accidents potentially serious hazards and remedial  
or preventative measures taken being shared between  
all sites a health and safety report is made by the chief 
executive officer to the board at each of its meetings
it is essential that all employees are made aware of the 
importance to the group of health and safety issues and 
ensure that the working environment is as safe as practical 
local management are tasked with creating a health and 
safety management system which
• 	 identifies and assesses risks
• 	 takes actions to reduce risks
• 	 develops safe working practices and
• 	 emphasises training and development
as part of this management system each location is 
internally audited corrective actions are identified and 
a plan is put in place to address deficiencies raised
corporate social responsibility report
the board is committed to providing 
a clean healthy and safe working 
environment and accepts collective 
responsibility for health and safety 
management
green initiatives at  
amesbury
during 2011 amesbury continued to affirm its  
position as an industry leader in carbon footprint 
reduction initiatives
the statistics below reflect amesbury’s commitment to 
becoming a more environmentally conscious business
recycled and reused in production
• 	 206132 lbs of recycled corrugated cardboard
• 	 14551 lbs of recycled paper
• 	 815710 lbs of repelletised plastics
• 	 454152 lbs of die drool
recycled not in landfills
• 	 1284347 lbs of polypropylene
• 	 59525 lbs of polyethylene
• 	 202781 lbs of steel
• 	 3704 lbs of stainless steel
• 	 3704 lbs of brass
through its recycling efforts amesbury has made 
significant strides in reducing energy consumption and 
harmful gas emissions through source reduction and 
reuse amesbury has reduced its greenhouse gas 
emissions by 998 metric tons saved 1676000 kilowatts 
in energy reduced its annual water consumption by 
23675 metric tons and achieved landfill savings of 
5041 metric tons this has the same effect on the 
environment as removing 328 cars from the road each 
year reducing electricity and water consumption by the 
equivalent of 132 households’ annual usage and saving 
7435 shipping container spaces each year  17
company
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the group requires that the causes of all accidents 
dangerous incidents and nearmiss situations are promptly 
and thoroughly investigated a range of investigatory 
procedures are used to achieve this with the intended 
purpose of avoiding or reducing the risk of repetition
operations representing over 49 per cent of the value of 
total group sales in 2011 have achieved accreditation for 
ohsas 18001 health and safety or for osha sharp the 
safety  health achievement recognition program run by 
the occupational safety  health administration of the 
united states department of labor “osha sharp” most 
of the other operations in the group have programmes in 
place with the objective of achieving accreditation
ethics
the group aims to act responsibly and with integrity 
respecting the laws and regulations of all the countries 
within which it operates as well as internationally accepted 
standards of responsible business conduct the group 
requires high standards of professional and ethical conduct 
from all employees and directors every business within 
the group is expected to operate with policies and 
procedures which are consistent with the group’s values 
and standards in all dealings all employees and other 
persons acting on behalf of the group are expected to 
• 	 engage in honest and ethical conduct including the 
avoidance and reporting of any conflicts of interest
• 	 maintain effective procedures to prevent confidential 
information being misused or used for personal gain
• 	 advance the legitimate interests of the group having 
regard to the group’s values and standards
• 	 comply with all applicable laws and regulations in every 
country in which the group operates focusing in 
particular on avoiding bribery corruption and fraud
• 	 maintain a healthy and safe working environment for 
employees to work in
• 	 treat customers fairly openly and honestly
• 	 be intolerant of discrimination or harassment of any kind
• 	 maintain high standards of integrity in business 
relationships with suppliers and
• 	 encourage the use of those suppliers who operate with 
values and standards equivalent to those of the group
employees
training and development
employees are provided with training in order to give  
them the necessary skills to perform their duties and 
where appropriate to develop those skills and progress 
their career the group invests in a range of development 
activities including nvqs and apprenticeship schemes 
and supports other professional and technical training
customers and suppliers
the group seeks to be honest and fair in its relationships 
with customers and suppliers to provide customers with 
standards of product and service that have been agreed 
and to pay suppliers and subcontractors on agreed terms 
it is group policy to maintain accreditation to the quality 
management standard iso 9001 and encourage operating 
units to gain accreditation to any specific standards 
required by the markets served currently operating  
units with 87 per cent of the group’s turnover have  
iso 9001 accreditation
community
the board encourages and supports initiatives by 
operating units to engage with their local community 
operating units and their staff participate in a variety of 
local activities including projects with local schools and 
charity events the group policy on donations is to 
support local educational and charitable causes and in 
particular those where employees and their families are 
involved in the fundraising
the environment
the board recognises its responsibilities as a 
manufacturing concern to continue to reduce the 
environmental impact of its factories in addition the 
group aims to develop and supply products to help 
customers meet their own environmental objectives and 
the demands of their customers and of government
the most significant areas of environmental impact 
associated with the group’s operations are energy 
consumption waste to landfill the use of outer packaging 
and transport
• 	 process development the group seeks through internal 
developments and investment to reduce the resource 
consumption of manufacturing sites the reuse of waste 
is encouraged across the group
• 	 energy consumption the group continues to invest 
in energy efficiency measures such as lighting and 
improved heating and cooling systems
• 	 waste to landfill the group acts to minimise the amount 
of waste sent to landfill by selling for recycling any waste 
that cannot be used internally
• 	 outer packaging and transport the group minimises 
the use of outer packaging where appropriate and 
encourages the use of returnable outer packaging 
formats the group reduces the environmental impact 
of transport through vehicle efficiency measures such  
as improved load fill reductions in empty running and 
route optimisation
in developing new products the group aims to minimise 
the environmental impact and maximise energy efficiency 
and the potential for recycling while continuing to meet 
the performance and customer requirements the 
increasing dangers from climate change and rising fuel 
costs are making the specification of thermally efficient 
products imperative the group monitors developments in 
alternative materials and production processes which may 
reduce the environmental impact of its products
the group is committed to the introduction of 
environmental management systems such as iso 14001 
currently five of the group’s manufacturing sites have 
achieved accreditation to the environmental management 
systems standard iso 14001 18 corporate governance
board of directors
l r martin towers jamie pike front james brotherton les tench and louis eperjesi 19
company
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jamie pike
nonexecutive chairman
jamie pike aged 56 was chief executive of foseco plc  
an international business serving the foundry and steel 
making industries until its acquisition by cookson group 
plc in april 2008 he led the buyout of foseco from 
burmah castrol in 2001 which culminated in flotation on 
the main market in 2005 mr pike was educated at oxford 
holds an mba from insead and is a member of the 
institute of mechanical engineers
his early career was as a consultant with bain and co and  
a t kearney before joining burmah castrol in 1991 he rose 
to chief executive of burmah castrol chemicals before 
leading the foseco buyout he has previously been a 
nonexecutive director of two ftse 250 companies rmc 
group plc and kelda group plc and was previously the 
chairman of the defence support group mr pike is also 
chairman of rpc group plc and mba polymers inc 
louis eperjesi
chief executive officer
louis eperjesi aged 50 was appointed to the board in 
february 2010 mr eperjesi has an extensive and successful 
track record in the building materials and manufacturing 
sectors most recently at kingspan group plc the 
international building products business where he was 
an executive director on the main board and divisional 
managing director of kingspan insulated panels the 
group’s largest division
prior to joining kingspan mr eperjesi held a range of senior 
management positions at subsidiaries of baxi group plc 
lafarge redland plc and caradon plc
james brotherton
chief financial officer
james brotherton aged 42 was appointed as chief 
financial officer of lupus in may 2010 mr brotherton 
joined lupus as head of corporate development in 2004 
he was previously a director in the investment banking 
division of citigroup having also worked for hsbc and 
ernst and young he is a chartered accountant
les tench
nonexecutive director
les tench aged 66 has considerable experience in 
building products having joined crh plc in 1992 where 
from 1998 until his retirement in december 2002 he was 
managing director of crh europe – building products 
he was also a nonexecutive director of the privately 
owned family business shepherd building group limited 
construction and engineering manufacturing and 
property development from 1994 until 2004 and was 
nonexecutive chairman of sig plc from 2004 until 
january 2011
mr tench is currently a nonexecutive director of  
norcros plc
martin towers
nonexecutive director
martin towers aged 59 was chief executive of spice plc 
until its sale to cinven in december 2010 previously he 
was group finance director of kelda group plc from 2003 
until february 2008
mr towers is a fellow of the institute of chartered 
accountants in england and wales and began his career 
with coopers  lybrand now pricewaterhousecoopers 
before moving to the retailer ward white group plc 
he has served as group finance director of mccarthy 
 stone plc the spring ram corporation plc and allied 
textile companies plc he was a nonexecutive director 
of homestyle group plc from 2004 to 2006
mr towers is currently a nonexecutive director of 
kcom group plc rpc group plc and norcros plc 20 corporate governance
review of the business 
the review of the business is set out on pages 6 to 17 
principal activities 
the company is a holding company the group is a leading international supplier of building products to the door 
and window industry 
future developments 
the statements by the chairman the chief executive officer and the chief financial officer set out on pages 6 to 13 
contain details of the progress of the group during the year together with an indication of future developments 
results and dividends 
the group profit for the year after taxation amounted to £15483000 2010 £7047000 
the 2010 final dividend of 20 pence per ordinary share was paid in the financial year ended 31 december 2011 and 
amounted to £2596000 2010 £nil the board is recommending a final dividend of 35 pence per ordinary share 
2010 20 pence to be paid on 1 june 2012 subject to approval at the forthcoming annual general meeting of the 
company to shareholders on the register on 27 april 2012 the exdividend date will be 25 april 2012 
the board 
the names and biographical details of all the current directors are set out on page 19 there were no changes to the 
board and all the current directors served throughout the period
except for their shareholdings the nonexecutive directors are entirely independent there were no contracts subsisting 
during or at the end of the year in which a director was or is materially interested the company maintains a policy of 
insurance against directors’ and officers’ liabilities 
a description of the board’s method of operation its work during the year and that of its committees is given in the 
report on corporate governance on pages 23 to 26 
reelection of directors 
in accordance with best practice the board has agreed that each director will voluntarily offer themselves for reelection at 
each annual general meeting that they are not required to retire from office accordingly mr pike mr eperjesi mr brotherton 
mr tench and mr towers will voluntarily offer themselves for reelection at the 2012 annual general meeting 
acquisition
on 20 december 2012 the group acquired overland products company inc “overland” for consideration of 
approximately us15 million overland supplies an extensive range of stampings for a wide range of applications mainly 
in the fenestration market and is a longstanding partner and supplier to the group’s us building products division 
amesbury overland is based in fremont nebraska and in the year ended 31 december 2010 generated sales in excess  
of us10 million
postbalance sheet events
disposal
on 13 march 2012 lupus capital plc entered into an unconditional agreement to sell the group’s oil services division 
gall thomson to copper bidco limited a company controlled by phoenix equity partners for a total cash consideration 
of approximately £75 million subject to certain postcompletion adjustments relating to the amounts of cash and net 
working capital held in the gall thomson group at the date of disposal 
onerous lease
on 2 march 2012 the group concluded an agreement with a third party to assign the lease and exit unit a the remaining 
property on the peterlee site this will result in savings of £21 million in cash costs of rent rates utilities and services over 
the next six years to march 2018 and the release to the income statement in 2012 of around £19 million of provisions 
which will increase profit after tax by £14 million
 
directors’ report 21
company
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purchase of the company’s own shares 
a resolution concerning the purchase of the company’s own shares was approved at the agm on 27 may 2011 and 
172000 shares were purchased by the company during the year ended 31 december 2011 
it is expected that the requirements of the lupus long term incentive plan may be met by the purchase of shares in the 
market although these requirements are not imminent the directors believe that the company should obtain an 
authority for this purpose they therefore propose resolution 13 to obtain authority to make market purchases up to the 
date of the agm in 2013 the authority will be limited to 1499 of voting shares in issue that is excluding shares held in 
treasury resolution 13 is proposed as a special resolution in accordance with best practice 
directors’ remuneration 
the company being traded on aim is not required to comply with the directors’ remuneration report regulations 2002 or 
the disclosure provisions of schedule 7a of the companies act 2006 and the ukla listing rules nevertheless the company 
has chosen to present a report on directors’ remuneration on pages 27 to 33 the directors have also determined on a 
voluntary basis that this report should be submitted to shareholders for their approval this is resolution 10 in the notice 
of meeting
allotment of shares 
shareholders passed resolutions to authorise the directors to allot shares and within certain limitations to do so free 
from preemption rights at the annual general meeting held on 27 may 2011 
the directors’ authority to allot shares does not expire until 1 july 2016 whereas the disapplication of preemption rights 
is only effective until the conclusion of the company’s 2012 agm the directors believe that the company’s proceedings 
will be more transparent if they seek renewed authority to allot at the same time as they seek authority to disapply 
preemption rights 
therefore the notice of meeting includes resolution 11 which will authorise the directors to allot shares subject to 
specified limits until 1 july 2017 and resolution 12 a special resolution which will authorise the directors to disapply 
preemption rights in certain circumstances and subject to specified limits until the conclusion of the company’s 
2013 agm 
substantial shareholders 
in addition to the holdings of the directors described in the directors’ remuneration report at the latest practicable date 
before publication of this report the company had been notified of or had identified the following direct or indirect 
interests comprising 3 or more of its voting share capital the issued share capital less shares held by the company in 
treasury 
ordinary 
shares 
standard life investments 19202333 1479
aviva investors global solutions 16153926 1244
fc asset management uk 14958199 1152
mr g hutchings 13908381 1071
polar capital 8952108 689
svg capital 8895506 685
creditors payment policy 
group operating companies are responsible for agreeing the terms and conditions under which business transactions 
with their suppliers are conducted it is group policy that payments to suppliers are made in accordance with all relevant 
terms and conditions creditor days for the group have been calculated at 72 days 2010 64 days  22 corporate governance
financial risk management 
a statement on the financial risk management objectives policies and other matters in relation to the use of financial 
instruments is set out in note 21 in the notes to the group financial statements 
safety health and the environment 
the board recognises that the highest standards in safety health and environmental issues are an essential part of sound 
business practice the board is committed to improving the impact on the environment from any of its operations and to 
incorporating the principles of sustainable development a full description of the group’s policies with respect to health 
and safety and the environment are given in the corporate social responsibility report on pages 16 and 17 
 
employees 
the group’s excellent performance would not be possible without employees of the highest calibre with the motivation 
to perform to their full potential the group operates on a decentralised structure reflecting the organisation of the 
group this underscores our belief that localised teams operating under common principles are best equipped to deal 
with the varying cultures operating structures and geographic locations that exist in the group 
each operating entity in the group is encouraged to implement comprehensive employment policies designed to attract 
retain and motivate the highest quality of staff and to determine ways in which their knowledge and skills can best 
contribute towards the success of the business 
we are committed to ensuring that all our employees are treated equally regardless of gender colour nationality ethnic 
origin race disability marital status sexual orientation or religion we are committed to regular communication and 
consultation with our employees and we encourage employee involvement in our performance each company in the 
group endeavours to provide equality of opportunity in recruiting training promoting and developing the careers of 
disabled people 
going concern 
the directors have reviewed the group’s budget and cash flow forecasts on the basis of this review and in the light of 
the current financial position and the existing borrowing facilities the board believes it is appropriate to continue to adopt 
the going concern basis in preparing the annual report and accounts as stated in the directors’ responsibilities statement 
on page 26 
by order of the board 
kevin o’connell 
company secretary
20 april 2012 
company registration number 2806007
directors’ report continued 23
company
overview
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corporate
governance
financial
statements
the company being traded on aim is not required to comply with the provisions of the corporate governance code 
nevertheless the directors acknowledge the importance of the principles set out in the corporate governance code 
issued by the financial reporting council and have put in place a framework for corporate governance which they 
believe is appropriate for the company they have chosen to make the following voluntary disclosures 
the board 
board composition 
the board comprises two executive and three nonexecutive directors and the names and biographical details of all the 
current directors are set out on page 19 all the current directors served throughout the year ended 31 december 2011 
and there were no changes to the board
both mr eperjesi and mr brotherton are engaged exclusively on the company’s business and have no outside interests 
that conflict with their responsibilities to the company except for their shareholdings all nonexecutive directors are 
independent 
how the board operates 
the board meets regularly and is responsible for the overall leadership strategy development and control of the group 
in order to achieve its objectives for continued earnings growth and to enhance shareholder value the board sets the 
group’s strategic aims ensures that the necessary financial and human resources are in place for the group to meet its 
objectives reviews management performance and ensures that high ethical standards of behaviour are followed the 
board also ensures that there is an effective system of controls to safeguard the company’s assets and to enable risks  
to be properly assessed and managed 
the board has a formal schedule of matters specifically reserved for it and this includes key matters such as approval 
of the group’s objectives strategic plans annual budgets financial reporting risk assessment and internal controls 
monitoring operating and financial performance capital and legal structure material capital investments material 
contracts and transactions communication with shareholders board membership and appointments directors’ 
remuneration and contracts corporate governance group policies and delegation of responsibilities matters not 
specifically reserved for the board are delegated to management 
to enable the board to discharge its duties all directors receive appropriate and timely information the company 
secretary distributes briefing papers to all directors in advance of board meetings all directors have access to the advice 
and services of the company secretary who is responsible for ensuring that board procedures are followed and that 
applicable rules and regulations are complied with the appointment and removal of the company secretary is a matter 
for the board as a whole in addition procedures are in place to enable the directors to obtain independent professional 
advice in the furtherance of their duties if necessary at the company’s expense 
board meetings 
during the year ended 31 december 2011 the number of board and committee meetings held and attended by their 
members was as follows 
board remuneration committee audit committee nominations committee
director
number of
meetings
number
attended
number of
meetings
number
attended
number of
meetings
number
attended
number of
meetings
number
attended
jamie pike 10 10 4 4 3 3 0 0
louis eperjesi 10 10 na na na na na na
james brotherton 10 10 na na na na na na
martin towers 10 10 4 4 3 3 0 0
les tench 10 10 4 4 3 3 0 0
during 2011 the board visited three of the group’s operating units namely schlegel in the us ews in the uk and schlegel 
in spain
corporate governance 24 corporate governance
reelection of directors 
all directors are subject to reelection by the shareholders at annual general meetings at a maximum interval of three 
years the articles of association provide that directors appointed by the board will be subject to reelection at the first 
agm thereafter in accordance with best practice the board has agreed that each director will voluntarily offer themselves 
for reelection at each annual general meeting that they are not required to retire from office
remuneration 
a report on directors’ remuneration is included on pages 27 to 33 
board committees 
the board has formed an audit and corporate governance committee a remuneration committee and a nominations 
committee each comprised of all the nonexecutive directors the existence of the committees ensures that time is 
allocated on a formal basis to consider relevant issues terms of reference for the board and each of the board 
committees were reviewed and refreshed during the year and are available for inspection on the group website
audit and corporate governance committee 
the audit and corporate governance committee is made up of the nonexecutive directors and meets at least three 
times a year the executive directors also attend certain meetings of the committee the committee considers the 
appointment and fees of the external auditors and discusses the scope of the audit and its findings the committee is also 
responsible for monitoring compliance with accounting and legal requirements and for reviewing the annual and interim 
financial statements this committee was chaired by mr towers and met three times during 2011 
the audit committee also reviews any nonaudit services provided by the auditors such services have been and are 
limited to the provision of transaction support services some tax compliance work and tax advice the committee is 
satisfied that the provision of such services does not in any way prejudice the objectivity and independence of the 
auditors professional firms other than the auditors also provide tax compliance work and tax advice 
the work of the committee during the year included consideration of the following matters
• 	 the annual financial statements and the preliminary results announcement for the year ended 31 december 2010 
before their submission to the board for approval including consideration of the group on a going concern basis
• 	 the interim financial statements and interim results announcement for the six months ended 30 june 2011
• 	 areas of significance in the preparation of the financial statements including exceptional items impairment reviews 
tax provisions
• 	 reports from the external auditors on the annual and interim financial statements the approval of the audit plan and  
fee proposal for the 2011 year end audit
• 	 developments in accounting standards and the group’s responses
• 	 the internal control environment and risk management systems and the group’s statement on internal control systems 
prior to endorsement by the board
• 	 revisions to treasury policies and compliance with risk limits
• 	 material legal developments
• 	 whistleblowing systems in place within the group and material whistleblowing reports
• 	 the effectiveness of the external auditors completion of the audit tender process and the recommendation to the 
board of the appointment of pricewaterhousecoopers llp as the external auditors
• 	 the policy on auditor independence and nonaudit services and consideration of the nature scope and 
appropriateness of nonaudit services supplied by the external auditors
• 	 its terms of reference and effectiveness
audit tender 
the group’s external audit has been carried out since 2004 by grant thornton uk llp and following a review of all 
external advisory appointments the audit committee determined that it was an appropriate time in october 2011 to invite 
proposals for the external audit of the group for the year ending 31 december 2012 four audit firms including grant 
thornton uk llp were invited to participate in the audit tender process at the conclusion of this process in december 
2011 the audit committee made a recommendation to the board to appoint pricewaterhousecoopers llp to be the 
group’s external auditors for the year ended 31 december 2012 and the board approved this decision accordingly  
grant thornton uk llp will resign as the group’s auditors before the 2012 agm
corporate governance continued 25
company
overview
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statements
remuneration committee 
the remuneration committee considers and approves the remuneration and benefits of the directors the committee 
also determines the remuneration of the members of the executive management committee of the company and the 
company secretary and of the service providers contracted to perform executive functions for the group as well as 
longterm share incentive and share option schemes for all employees 
the membership and work of the committee during the year ended 31 december 2011 is described in detail in the 
directors’ remuneration report on pages 27 to 33 
nominations committee 
the nominations committee identifies and nominates candidates for the office of director of the company it meets as 
and when required and is chaired by mr pike except that mr pike would not chair the committee or attend it if it were to 
consider the appointment of a successor chairman 
internal control 
the directors acknowledge that they are responsible for the group’s system of internal controls and for reviewing the 
effectiveness of those controls the board including the executive directors reviews the internal control framework  
on an ongoing basis 
procedures have been developed to safeguard assets against unauthorised use or disposition of assets and to maintain 
proper accounting records to provide reliable financial information both for internal use and for publication in accordance 
with the guidance of the turnbull committee on internal control the procedures are regularly reviewed in the light of an 
ongoing process to identify evaluate and manage the significant risks faced by the company the process has been in 
place for the full year under review and up to the date of the approval of the annual report and financial statements  
the procedures are designed to manage rather than eliminate risk and can only provide reasonable and not absolute 
assurance against material misstatement or loss 
relations with shareholders 
communications with shareholders are given high priority and there is a regular dialogue with institutional shareholders 
the board uses the annual general meeting to communicate with private and institutional investors and welcomes their 
participation details of resolutions to be proposed at the annual general meeting can be found in the directors’ report 
the company has set up a website wwwlupuscapitalcouk which shareholders investors and other interested parties 
may access the website permits users to download copies of published financial reports press releases and stock 
exchange announcements 
going concern
in order to satisfy themselves that the group has adequate resources for the future the board reviewed the group’s 
committed funding and liquidity positions its ability to generate cash from trading activities and its ability to raise external 
funding in the future the operational performance as described in the chief financial officer’s review on pages 10 to 13 
the future plans for the group and the risks facing the group described on page 14 and 15 were also reviewed
in performing their reviews the board acknowledged the current level of uncertainty in the financial markets and has 
considered various sensitivity analyses when assessing the forecast funding and headroom requirements of the group
consequently based on the reviews outlined above the board concluded that both the group as a whole and lupus 
capital plc have adequate resources to meet their operational needs for the foreseeable future and that it remains 
appropriate to adopt the going concern basis in preparing the financial statements 26 corporate governance
directors’ responsibilities statement 
the directors are responsible for preparing the directors’ report and the financial statements in accordance with 
applicable law and regulations 
company law requires the directors to prepare financial statements for each financial year under that law the directors 
have prepared the group financial statements in accordance with international financial reporting standards “ifrss” 
as adopted by the european union and have elected to prepare the parent company financial statements in accordance 
with united kingdom generally accepted accounting practice united kingdom accounting standards and applicable 
laws under company law the directors must not approve the financial statements unless they are satisfied that they give 
a true and fair view of the state of affairs and profit or loss of the company and group for that period in preparing these 
financial statements the directors are required to 
• 	 select suitable accounting policies and then apply them consistently 
• 	 make judgements and accounting 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 company 
will continue in business
the directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 
company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 
enable them to ensure that the financial statements comply with the companies act 2006 they are also responsible for 
safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud 
and other irregularities 
in so far as each of the directors is aware
• 	 there is no relevant audit information of which the company’s auditor is unaware and
• 	 the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit 
information and to establish that the auditor is aware of that information
the directors are responsible for the maintenance and integrity of the corporate and financial information included on 
the company’s website legislation in the united kingdom governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions 
corporate governance continued 27
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remuneration report letter
dear shareholder
i would like to share with you a summary of the company’s remuneration policy and practice over the last year
salaries
below inflation salary increases of 25 per cent and 20 per cent were awarded to the executive directors at the start of 
the 2011 and 2012 financial years respectively consistent with the approach taken across the group 
annual bonus scheme and deferred share bonus plan
in difficult markets the company performed creditably during the year particularly when compared to its closest 
competitors the bonuses awarded to the executive directors for 2011 averaged 22 per cent of the maximum bonus 
opportunity of 100 per cent of bonusable salary reflecting the highly stretching performance targets that were set by  
the committee at the start of the financial year under the terms of the group’s deferred share bonus plan 50 per cent  
of the awards made to the executive directors are made in the form of shares deferred for three years
during the year the group’s deferred share bonus plan was extended to include the group’s top managers below board 
level who will be required to defer 25 per cent of their 2011 and 2012 bonuses into shares for a period of three years this 
focuses the plan on the senior management who are best positioned to drive the company’s performance and aligns 
their annual incentive arrangements with the creation of longterm shareholder value
the terms and conditions of the deferred share bonus plan were amended during the year following changes to 
legislation concerning disguised remuneration
long term incentive plan
the group’s long term incentive plan was approved by shareholders in 2010 and a first tranche of awards covering the 
financial years 2011 to 2013 was made in december of that year during 2011 a second tranche of awards covering the 
same financial years was made to executive directors and senior managers cumulative eps targets under this second 
tranche were increased from those contained in the first tranche of awards
following the disposal of gall thomson the committee intends to review the existing eps targets set for the awards 
already made in 2010 and 2011
the committee has continued its practice of reviewing and discussing with the group’s principal shareholders the 
proposed metrics and associated targets in advance of grants made under the ltip plan 
shareholding guidelines
the executive directors continue to maintain a high level of personal share ownership in accordance with the company’s 
shareholding guidelines and have agreed to retain at least half of all shares vesting net of taxes under the company’s 
various share schemes until such time as the target personal share ownership is achieved
conclusion
the outlook for 2012 remains challenging in terms of the group’s end markets but our remuneration policy and 
framework provide a balanced platform to incentivise motivate retain and reward our leadership team
les tench
chairman remuneration committee 28
fixed 620
performance
related 380
target
fixed 380
performance
related 620
stretch
corporate governance
the remuneration report is presented to shareholders by the board and sets out the remuneration policy and details of 
the remuneration of each director the report has been prepared in accordance with the provisions of the companies act 
2006 the “act” and the aim rules for companies as issued by the london stock exchange 
a resolution to approve this report will be proposed at the company’s annual general meeting on 25 may 2012 
remuneration committee 
the remuneration committee of the board comprises all nonexecutive directors of the company the executive 
directors may by invitation attend meetings and provide advice to the committee except when their own remuneration 
is discussed during 2011 the committee was chaired by mr tench and met four times 
the remuneration committee is responsible for
• 	 setting reviewing and recommending to the board for approval the company’s overall remuneration policy 
and strategy
• 	 determining and reviewing the terms of appointment and the remuneration arrangements of the executive directors 
of the company and the chairman
• 	 determining and reviewing the terms of appointment and the remuneration arrangements of the members of the 
executive management committee of the company and
• 	 approving the rules and launch of any company share share option or cashbased incentive plan and the grant 
award allocation or issue of shares share options or payments under any such plan 
during the year kepler associates were engaged by the committee to provide it with independent remuneration advice 
kepler associates did not provide any other services to the company other than remuneration advice 
remuneration policy 
executive directors 
the remuneration committee considers the need to attract retain and motivate executive directors and senior 
management in determining appropriate remuneration policies and packages it also takes into account the internal pay 
and benefits practice and employment conditions both within the group as a whole and within the particular national 
context external comparisons examine equivalent roles in similar companies taking into account their size business 
complexity international scope and relative performance consideration is also given to the risks arising from market 
comparisons and inappropriate performance criteria 
remuneration 
the current remuneration package for the executive directors comprises fixed and variable components the variable 
components are the performance related incentive arrangements referred to in detail below
executive directors’ remuneration 2011
target assumes that bonus of 50 per cent of base salary is earned and that 25 per cent of the lupus shares awarded under 
the ltip in respect of 2011 based on a market value of £112 at 31 december 2011 vest stretch assumes that bonus of 
100 per cent of base salary is earned and that 100 per cent of the lupus shares awarded under the ltip in respect of 2011 
based on a market value of £112 vest 
directors’ remuneration report 29
company
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the key components of the remuneration of executive directors are set out below 
salary 
salaries are reviewed annually by the remuneration committee although not necessarily increased this review takes into 
account an individual’s responsibilities abilities experience performance market competitiveness and pay and conditions 
in the relevant countries across the group as described above 
during the year the remuneration committee reviewed executive director salaries and determined that with effect from 
1 january 2012 louis eperjesi and james brotherton’s annual salaries comprising base salary plus an allowance in lieu of 
pension and benefits would be increased by 2 to £313650 and £209100 respectively 
performance related remuneration 
annual bonus 
the annual bonus framework for executive directors for 2011 is as follows 
• 	 target and maximum annual bonus opportunities of 50 per cent and 100 per cent respectively of base salary 70 per 
cent based on the underlying group profit before tax and 30 per cent based on free cash flow 
• 	 50 per cent of bonus amounts will be converted into ordinary shares in the capital of the company under the terms 
of the recently introduced deferred share bonus plan and released after three years 
based on the performance for 2011 against the underlying group profit before tax and the free cash flow targets set the 
committee determined that the chief executive officer and the chief financial officer have each achieved a bonus level 
of 222 of their respective base salaries 50 of which will be paid in cash in march 2012 and 50 will be awarded in the 
form of nilcost options deferred for three years under the terms of the deferred share bonus plan 
under the deferred share bonus plan 50 of executive director bonuses that would otherwise have been payable will 
be delivered in the form of either conditional share awards or nilcost options to strengthen alignment with shareholders’ 
interests these awards will normally be released together with dividend equivalents in cash or shares after three years 
other key employees are also required to defer a proportion of their bonuses pursuant to the deferred share bonus plan 
the lupus capital long term incentive plan “ltip” 
the ltip provides for the grant of i performance shares or nilcost options andor ii fairmarket value options 
vesting on the satisfaction of stretching performance criteria over three years subject to individual and overall limits 
the remuneration committee currently intends that longterm incentive awards will be in the form of nilcost options 
however the remuneration committee retains the flexibility to consider other forms of award such as fairmarket value 
options for future cycles as it is mindful that alternative forms of award remain prevalent in some of the geographies  
eg the us in which the company competes for senior executive management 
on 6 july 2011 the remuneration committee granted nil or nominal cost options over 699000 ordinary shares in the 
company to around 16 senior managers executives and executive directors “2011 awards” in addition the remuneration 
committee intends to make awards under the ltip in the period following the announcement of the company’s fullyear 
results “2012 awards” 
performance criteria 
the vesting of ltip awards are subject to stretching performance criteria set by the remuneration committee at the start 
of each performance period 2010 awards and 2011 awards will vest together with dividends foregone based on three
year cumulative underlying earnings per share “eps” for the financial years 2011 to 2013 
the remuneration committee adopts a robust process to setting what it feels are stretching but achievable annual and 
longterm incentive performance targets performance targets are calibrated to be equivalent to at least ‘upper quartile’ 
performance for awards to vest in full and take account of a number of reference points which reflect internal and 
external expectations including the latest internal forecasts broker forecasts for sector comparators eps performance 
zones used in comparator longterm incentives straightline profit growth consistent with median and upper quartile 
returns over the next three to five years and broker forecast data for the company 
underlying eps is the performance measure that determines vesting of 2010 and 2011 ltip awards as underlying eps 
is wellaligned with shareholder interests provides good lineofsight and is well understood the remuneration 
committee is committed to reviewing the possibility of introducing additional performance measures such as total 
shareholder return “tsr” or cash flow as well as the continuing appropriateness of underlying eps in advance of 
each ltip cycle 
additionally for awards to vest on underlying eps the remuneration committee must satisfy itself that the 
recorded underlying eps is a genuine reflection of the underlying business performance of the company over the 
performance period  30 corporate governance
performance criteria 2010 awards 
the performance criteria for vesting of 2010 awards is a threeyear cumulative underlying eps 201113 performance 
range of 38p to 47p in summary if over the three financial years 2011 to 2013 cumulative underlying eps is less than or 
equal to 38p no 2010 awards will vest 25 per cent of 2010 awards will vest for cumulative underlying eps of 38p rising 
on a straightline basis to full vesting for cumulative underlying eps of 47p or higher 
performance criteria 2011 awards 
the performance criteria for vesting of 2011 awards is a threeyear cumulative underlying eps 201113 performance range 
of 41p to 50p in summary if over the three financial years 2011 to 2013 cumulative underlying eps is less than or equal to 
41p no 2011 awards will vest 25 per cent of 2011 awards will vest for cumulative underlying eps of 41p rising on a 
straightline basis to full vesting for cumulative underlying eps of 50p or higher 
review of performance criteria
the remuneration committee intends to review the existing performance criteria for both the 2010 awards and the 2011 
awards following the material disposal of the group’s oil services division on 13 march 2012
dilution limit 
generally it is the intention that ltip awards will be satisfied through the transfer of existing shares by the company’s 
employees’ benefit trust unless the remuneration committee in its discretion feels that a new issue of shares would be 
more appropriate in the event that ltip awards are satisfied through new issue shares the company will operate within 
the association of british insurers’ “abi” guideline dilution limit of 10 per cent in 10 years for all share based incentive 
schemes excluding awards to the former executive chairman granted in 2004 and 2008 expected dilution should not 
exceed the 10 per cent dilution limit even if the awards made to the former executive chairman are taken into account 
the remuneration committee has the flexibility to operate outside the abi guideline of 5 per cent in 10 years dilution limit 
for discretionary share based incentive schemes to accommodate ltip awards for a broader employee population in 
managing dilution the company will nevertheless be mindful of the 5 per cent in 10 years guideline and will be prudent 
in managing the flow rates keeping shareholders informed of actual and anticipated dilution levels over time the 2010 
and 2011 ltip awards are likely to be satisfied through the transfer of existing shares rather than the issue of new shares 
assuming that all performance targets are met in full the remuneration committee currently envisages that a maximum 
of 575000 of the 2112000 shares subject to the 2010 awards and the 2011 awards approximately 27 will be satisfied 
through new issue shares to ensure that local trusts tax and securities laws are complied with in certain overseas 
jurisdiction 
shareholding guidelines 
the remuneration committee has also adopted shareholding guidelines for executive directors executive directors will 
be expected to retain at least half of the shares vesting net of taxes under the deferred share bonus plan or the ltip until 
such time as a total personal shareholding equivalent to 100 per cent of base salary has been achieved the table below 
sets out the individual requirement and level of shareholding achieved for each executive director at 31 december 2011 
directors’ minimum shareholding
salary
1
£’000
value of
shareholding
2
£’000
minimum
shareholding
as  of salary
actual
shareholding
as  of salary
louis eperjesi 257 162 100 63
james brotherton 195 167 100 86
notes to directors’ minimum shareholding table above
1 base salary as at 31 december 2011
2 based on the closing price of a lupus capital plc ordinary share of £112 on 31 december 2011
awards to executive directors 
the number of shares awarded to the executive directors under the ltip for the 2011 awards are as follows
2011
awards
louis eperjesi 200000
james brotherton 150000
the 2011 awards are granted over a fixed number of shares to mitigate the impact of share price volatility and strengthen 
alignment of executive interests with those of shareholders over the period to grant the committee intends to adopt the 
more usual methodology of granting ltip awards by reference to a percentage of base salary from 2012 onwards and 
accordingly from 2012 ltip awards of performance shares or nilcost options will be restricted to a maximum of 100 per 
cent of base salary 
directors’ remuneration report continued 31
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senior executives below the executive directors 
the policy and practice with regard to the remuneration of senior executives below the executive directors who are 
members of the executive management committee is consistent with that for the executive directors these senior 
executives all have a significant portion of their reward package linked to performance they all qualify for an annual 
bonus and are eligible for awards under the ltip and their financial targets are the same as or cascaded from the targets 
for the executive directors the remuneration committee reviews and approves the individual remuneration packages 
for the executive management committee members and the company secretary in accordance with the overriding 
objectives of the group’s remuneration policy their individual performance is reviewed and their increases in base salary 
annual bonus payments and any ltip awards are subject to approval by the remuneration committee each year other 
senior employees below executive management committee level are generally treated consistently with the executive 
directors and members of the executive management committee with the exception that they may participate in local 
discretionary annual cash bonus plans 
summary of directors’ service contracts 
the following table shows details of the service contracts for executive directors who were in office at 31 december 
2011 
commencement
date
notice
period
louis eperjesi 200710 12 months
james brotherton 200710 12 months
for both executive directors their service contracts are terminable on 12 months’ notice to or from the company and 
contractual termination provisions are limited to salary and benefits over the notice period payments are phased monthly 
and subject to mitigation in line with best practice 
the nonexecutive directors have letters of appointment which provide a notice period of one month 
commencement
date
notice
period
jamie pike 231109 1 month
les tench 171209 1 month
martin towers 171209 1 month
directors’ emoluments 
the remuneration payable to directors which has been audited by the company’s auditors in respect of the year ended 
31 december 2011 was as follows 
directors’ remuneration for the year
ended 31 december note
salaryfees
£’000
cash
bonus
£’000
cash
payments
in lieu of 
pension and 
benefits
£’000
noncash
benefits
£’000
total
emoluments
2011
£’000
total
emoluments
2010
£’000
current directors
jamie pike 96 – – – 96 90
louis eperjesi 1 257 28 51 2 338 394
james brotherton 2 195 22 10 1 228 176
les tench 36 – – – 36 30
martin towers 36 – – – 36 30
past directors
keith taylor – – – – – 73
denis mulhall – – – – – 438
paul feltonsmith – – – – – 142
michael jackson – – – – – 13
roland tate – – – – – 9
total 620 50 61 3 734 1395
notes to directors’ remuneration table above 
1 of the total bonus agreed by the committee in respect of louis eperjesi 50 was paid in cash in march 2012 and is disclosed in the table above the other 50 
is deferred automatically into the deferred share bonus plan non cash benefits consist of life assurance membership of a private medical expenses arrangement 
and permanent health insurance cover 
2 of the total bonus agreed by the committee in respect of james brotherton 50 was paid in cash in march 2012 and is disclosed in the table above the other 
50 is deferred automatically into the deferred share bonus plan non cash benefits consist of life assurance cover and permanent health insurance cover  32 corporate governance
louis eperjesi and james brotherton are not members of any of the company’s pension schemes during 2011 louis 
eperjesi entered into salary sacrifice arrangements with the company to pay £60000 of his annual salary directly into  
his personal pension plan 
deferred share bonus plan 
awards made under the deferred share bonus plan to executive directors are set out below 
deferred share bonus plan award date
market
value at
award date
shares 
over which 
deferred 
bonus 
awards
granted
after the
year end
1
normal
vesting  
date
louis eperjesi 230311 £13265 86880 230314
louis eperjesi 160312 £1227 23132 160315
james brotherton 230311 £13265 68819 230314
james brotherton 160312 £1227 17580 160315
1 the number of shares awarded is calculated by dividing onehalf of the gross value of the bonus payable by the market value of a share market value means the 
average of the daily closing prices of a share over the five dealing days immediately preceding the award date 
ltip
directors’ interests in awards made under the ltip are set out below
award date
market
value at
awards date
shares
over which
ltip
awards
held at
1 jan
2011
shares
over which
ltip
awards
granted
during the
year
shares
over which
ltip
awards
held at
31 dec
2011
expected
vesting
date
louis eperjesi 101210 £10375 200000 – 200000 230314
louis eperjesi 060711 £12300 – 200000 200000 230314
james brotherton 101210 £10375 150000 – 150000 230314
james brotherton 060711 £12300 – 150000 150000 230314
options
directors’ interests in options over ordinary shares in the company are set out below
options
options at 
1 jan
2011
lapsed  
in year
options at
 31 dec 
2011
exercise 
price
earliest 
normal 
vesting 
 date
james brotherton 100000 100000 – £038 250711
the group’s underlying eps for the year ended 31 december 2010 was less than the minimum performance threshold of 
1352p per share and consequently these options lapsed in march 2011
directors’ remuneration report continued 33
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nonexecutive directors’ fees and chairman fees
nonexecutive directors 
the chairman of the board and the executive directors determine the remuneration of nonexecutive directors 
nonexecutive director fees are reviewed from time to time in light of the commitment and level of involvement that 
nonexecutive directors are required to devote to the activities of the board and its committees market practice and 
surveys by keipler associates nonexecutive directors do not participate in any bonus or share based incentive schemes 
during the year the fees of the chairman and the nonexecutive directors were reviewed with effect from 1 june 2011 
the basic fees of the nonexecutive chairman were increased from £90000 to £100000 per year and the basic fees paid 
to the other nonexecutive directors were increased from £30000 to £35000 per year in addition the chairman of the 
remuneration committee mr tench was paid a fee of £5000 per year and the chairman of the audit committee mr 
towers was paid a fee of £5000 per year all with effect from 1 june 2011
during 2011 martin towers agreed with the company to have all his fees paid directly into his personal pension plan 
which amounted to £36000 
shares 
the directors’ interests in ordinary shares beneficially held of the company at the end of the financial year were 
as follows 
ordinary
shares at
31 dec
2011
ordinary
shares at
31 dec
2010
jamie pike 325000 325000
louis eperjesi 145000 145000
james brotherton 149191 149191
martin towers 50000 50000
les tench 93750 93750
share price 
the market price of ordinary shares in lupus capital plc at 31 december 2011 was £112 and the range during the year 
was £086 to £150 
by order of the board 
kevin o’connell 
company secretary 
20 april 2012  34 financial statements
independent auditor’s report to the members of  
lupus capital plc
we have audited the group financial statements of lupus capital plc for the year ended 31 december 2011 which 
comprise the consolidated income statement the consolidated statement of comprehensive income the consolidated 
statement of changes in equity consolidated balance sheet the consolidated cash flow statement and the related notes 
the financial reporting framework that has been applied in their preparation is applicable law and international 
financial reporting standards ifrss as adopted by the european union
this report is made solely to the company’s members as a body in accordance with chapter 3 of part 16 of the 
companies act 2006 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
as explained more fully in the directors’ responsibilities statement the directors are responsible for the preparation of 
the group financial statements and for being satisfied that they give a true and fair view our responsibility is to audit and 
express an opinion on the group financial statements in accordance with applicable law and international standards on 
auditing uk and ireland those standards require us to comply with the auditing practices board’s apb’s ethical 
standards for auditors
scope of the audit of the financial statements
a description of the scope of an audit of financial statements is provided on the apb’s website at 
wwwfrcorgukapbscopeprivatecfm
opinion on financial statements
in our opinion the group financial statements
• 	 give a true and fair view of the state of the group’s affairs as at 31 december 2011 and of its profit for the year 
then ended
• 	 have been properly prepared in accordance with ifrs as adopted by the european union and
• 	 have been prepared in accordance with the requirements of the companies act 2006
opinion on other matter prescribed by the companies act 2006
in our opinion the information given in the directors’ report for the financial year for which the group financial statements 
are prepared is consistent with the group financial statements
matters on which we are required to report by exception
we have nothing to report in respect of the following
under the companies act 2006 we are required to report to you if in our opinion
• 	 certain disclosures of directors’ remuneration specified by law are not made or
• 	 we have not received all the information and explanations we require for our audit
other matters
we have reported separately on the parent company financial statements of lupus capital plc for the year ended 
31 december 2011
steve maslin
senior statutory auditor
for and on behalf of grant thornton uk llp
statutory auditor chartered accountants
london
20 april 2012 35
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consolidated income statement
for the year ended 31 december 2011
 
note
2011
£’000 
2010
£’000 
continuing operations      
revenue 3 230372 252464
cost of sales   157869 169468
gross profit   72503 82996
administrative expenses   61499 69074
operating profit 5 11004 13922
analysed as      
 operating profit before exceptional items and amortisation of intangible assets   22399 26066
 exceptional items 4 830 395
 amortisation of intangible assets 5 10565 11749
operating profit   11004 13922
 finance income 7 287 417
 finance costs 7 9982 12562
net finance costs   9695 12145
profit before taxation 1309 1777
income tax creditexpense 8 6775 281
profit for the year from continuing operations   8084 1496
discontinued operations      
profit for the year from discontinued operations 9 7399 5551
profit for the year   15483 7047
basic earnings per share      
from continuing operations 10 623p 115p
from discontinued operations 10 571p 428p
  1194p 543p
diluted earnings per share      
from continuing operations 10 618p 114p
from discontinued operations 10 566p 421p
  1184p 535p
 
 
 
note
2011
£’000 
2010
£’000 
nongaap measure      
underlying
1
 profit before taxation from continuing operations 10 16344 16775
underlying
1
 profit before taxation from discontinued operations 10 10109 7758
    26453 24533
basic earnings per share      
underlying
1
 basic eps from continuing operations 10 904p 878p
underlying
1
 basic eps from discontinued operations 10 571p 428p
    1475p 1306p
1 before amortisation of intangible assets deferred tax on amortisation of intangible assets exceptional items unwinding of discount on provisions amortisation of 
borrowing costs and the associated tax effect 36 financial statements
consolidated statement of comprehensive income
for the year ended 31 december 2011
 
 
 
note
2011
£’000
2010
£’000
profit for the year   15483 7047
other comprehensive income      
exchange differences on retranslation of foreign operations   354 4511
actuarial losses on defined benefit plans 22 4699 117
effective portion of changes in value of cash flow hedges   1228 564
tax on items included in other comprehensive income 8 1659 40
other comprehensive lossincome for the year net of tax   2166 4998
total comprehensive income for the year attributable to equity shareholders   13317 12045
consolidated statement of changes in equity
for the year ended 31 december 2011
 
 
 
share
capital
£’000
share
premium
£’000
other
reserves
1
£’000
treasury 
reserve
£’000
hedging 
reserve
£’000
translation
reserve
£’000
retained
earnings
£’000
total
£’000
at 1 january 2010 6864 101 10389  6764 2489 28927 189439 226467 
total comprehensive income – – – – 564 4511 6970 12045 
 profit for the year – – – – – – 7047 7047 
 other comprehensive income – – – – 564 4511  77 4998 
transactions with owners – – – – – – 63 63 
 share based payments – – – – – – 63 63 
at 31 december 2010 6864 101 10389  6764 1925 33438 196472 238575 
total comprehensive income – – – – 1228  354 12443 13317 
 profit for the year – – – – – – 15483 15483 
 other comprehensive income – – – – 1228  354 3040 2166
transactions with owners – – – 250 – – 2424 2674
 share based payments – – – – – – 172 172 
 dividends paid – – – – – – 2596 2596
 purchase of treasury shares – – – 250 – – – 250
at 31 december 2011 6864 101 10389  7014 697 33084 206491 249218 
1 other reserves are nondistributable capital reserves which arose on previous acquisitions 37
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consolidated balance sheet
as at 31 december 2011
 
 
 
note
2011
£’000
2010
£’000
assets      
noncurrent assets      
goodwill 11 214186 223531
intangible assets 12 98620 104709
property plant and equipment 13 30461 31457
deferred tax assets 8 9618 7654
    352885 367351
current assets      
inventories 14 26427 26048
trade and other receivables 15 28200 32922
cash and cash equivalents 16 20426 27748
    75053 86718
assets of disposal group classified as held for sale 9 21114 –
    96167 86718
total assets   449052 454069
liabilities      
current liabilities      
current tax payable   1976 2679
trade and other payables 17 34632 40365
provisions 18 1510 3584
finance lease obligations 19 – 9
derivative financial instruments 20 777 –
interest bearing loans and borrowings 19 12930 5163
    51825 51800
liabilities of disposal group classified as held for sale 9 3271 –
    55096 51800
noncurrent liabilities      
finance lease obligations 19 – 1
deferred tax liabilities 8 18834 23369
interest bearing loans and borrowings 19 100235 114304
employee benefit liability 22 9732 7474
provisions 18 14487 14989
derivative financial instruments 20 – 1998
other creditors   1450 1559
    144738 163694
total liabilities   199834 215494
net assets   249218 238575
equity      
capital and reserves attributable to equity holders of the company      
called up share capital 23 6864 6864
share premium   101 101
other reserves   10389 10389
treasury reserve   7014 6764
hedging reserve   697 1925
translation reserve   33084 33438
retained earnings   206491 196472
total equity   249218 238575
the financial statements were approved by the board on 20 april 2012 and signed on its behalf by
louis eperjesi
chief executive officer
james brotherton
chief financial officer 38 financial statements
consolidated cash flow statement
for the year ended 31 december 2011
 
 
 
note
2011
£’000
2010
£’000
cash flows from operating activities      
profit before tax – continuing operations   1309 1777
profit before tax – discontinued operations 9 10108 7758
adjustments 26 26335 30666
movement in inventories   263 451
movement in trade and other receivables   965 2728
movement in trade and other payables   2830 4011
provisions utilised   1854 2515
pension contributions   1191 841
income tax paid   1870 2304
net cash inflow from operating activities   30709 36275
investing activities      
payments to acquire property plant and equipment   4384 3314
payments to acquire intangible assets   492 197
acquisition of subsidiary undertakings 25 10280 –
interest received   340 566
net cash outflow from investing activities   14816 2945
financing activities      
interest paid   7011 9822
dividends paid   2596 –
purchase of treasury shares   250 –
new bank loans raised   112551 –
refinancing costs paid   2643 23
repayment of borrowings   119621 21147
repayment of capital element of finance leases   10 8
net cash outflow from financing activities   19580 31000
decreaseincrease in cash and cash equivalents   3687 2330
effect of exchange rates on cash and cash equivalents   325 463
cash and cash equivalents at the beginning of the year   27748 24955
cash and cash equivalents at the end of the year   24386 27748 39
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notes to the financial statements
1 basis of preparation and accounting policies
the group’s principal activities are the manufacture supply and distribution of building products lupus capital plc is the 
group’s ultimate parent company and it is incorporated and domiciled in england and wales at the address shown on 
page 81
the group’s shares are admitted to trading on aim a market of the london stock exchange
the group’s consolidated financial statements are prepared in accordance with the principal accounting policies adopted 
by the group as set out in note 2 and international financial reporting standards “ifrs” and international financial 
reporting interpretations “ifric” as adopted for use in the european union “eu” and with those parts of the 
companies act 2006 applicable to companies reporting under ifrs
the following standards have been amended or became effective during the year the group’s consolidated financial 
statements have been prepared in accordance with these changes where relevant
• 	 ias 24 revised related party disclosures – introducing revised definitions of related parties
• 	 ias 32 amendment financial instruments presentation – changes in the classification of certain qualifying financial 
instruments from financial liabilities to equity instruments
• 	 ifric 14 amendment – prepayments of a minimum funding requirement
• 	 ifric 19 – extinguishing financial liabilities with equity instruments
the financial statements have been prepared on the going concern basis which assumes that the group will have 
sufficient funds to continue in operational existence for the foreseeable future
2 summary of significant accounting policies
accounting convention
the financial statements are prepared under the historic cost convention as modified by the revaluation of certain 
financial instruments the measurement basis and significant accounting policies are set out below
basis of consolidation
the financial statements consolidate the company and its subsidiary undertakings note 29 drawn up to 31 december 
each year the financial statements of the subsidiaries are prepared as of the same reporting date as the parent using 
consistent accounting policies
subsidiaries are fully consolidated from the date on which control over financial and operating policies is transferred  
to the group and continue to be consolidated until the date that such control ceases
all business combinations are accounted for using the acquisition method the cost of a business combination is 
measured as the aggregate of the fair values at the acquisition date of any assets given liabilities incurred or assumed 
including contingent liabilities and equity instruments issued by the group which includes the fair value of any asset or 
liability arising from a contingent consideration arrangement acquisition costs are expensed as incurred the identifiable 
assets and liabilities of the acquiree are measured initially at fair value at the acquisition date the excess of the cost of  
the business combination over the group’s interest in the net fair value of the identifiable assets including those of an 
intangible and tangible nature liabilities and contingent liabilities is recognised as goodwill
intercompany transactions balances and unrealised gains on transactions between group companies are eliminated 
unrealised losses are also eliminated but are considered an impairment indicator of the underlying asset transferred 
accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted 
by the group
recent accounting developments
during the year the iasb and ifric have issued the following standards and interpretations with effective dates after  
the date of these financial statements that have not yet been adopted by the company
• 	 amendments to ias 1 presentation of financial statements on other comprehensive income effective 1 july 2012
• 	 amendments to ias 12 income taxes effective 1 january 2012
• 	 ias 19 revised employee benefits effective 1 january 2013
• 	 ias 27 revised separate financial statements effective 1 january 2013
• 	 ias 28 revised associates and joint ventures effective 1 january 2013
• 	 amendments to ifrs 1 first time adoption of ifrs on hyperinflation and fixed dates effective 1 july 2011
• 	 amendments to ifrs 7 financial instruments disclosures on derecognition effective 1 july 2011
• 	 ifrs 9 financial instruments effective 1 january 2013 40 financial statements
2 summary of significant accounting policies continued
• 	 ifrs 10 consolidated financial statements effective 1 january 2013
• 	 ifrs 11 joint arrangements effective 1 january 2013
• 	 ifrs 12 disclosures of interest in other entities effective 1 january 2013
• 	 ifrs 13 fair value measurement effective 1 january 2013
the directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the 
group’s reported results
principal accounting policies
the preparation of financial statements in conformity with generally accepted accounting policies requires the directors 
to make judgements and assumptions that affect the reported amounts of assets and liabilities and disclosures of 
contingencies at the date of the financial statements and the reported income and expense during the reporting periods
although the judgements and assumptions are based on the directors’ best knowledge of the amount events or actions 
actual results may differ from these estimates
the accounting policies set out below have been used to prepare the financial statements
goodwill
goodwill being the difference between the fair value of consideration paid for new interests in group companies and  
the fair value of the group’s share of their net identifiable assets and contingent liabilities at the date of acquisition is 
capitalised goodwill represents consideration paid by the group in anticipation of future economic benefits from  
assets that are not capable of being individually identified and separately recognised
goodwill is not amortised but is subject to an impairment review on an annual basis or more frequently when events or 
changes in circumstances indicate it might be impaired any impairment is charged to the income statement in the period 
in which it arises
intangible assets
on acquisition of group companies the group recognises any separately identifiable intangible assets separately from 
goodwill initially measuring the intangible assets at fair value
purchased intangible assets acquired through a business combination including purchased brands customer 
relationships trademarks and licences are capitalised at fair value and amortised on a straightline basis over their 
estimated useful economic lives as follows
• 	 acquired brands – 5 years to indefinite
• 	 customer relationships – 9 to 16 years
• 	 trade marks and licenses – 3 to 4 years
the group capitalises acquired computer software at cost computer software is amortised on a straightline basis over 
its estimated useful life up to three years the carrying value of intangible assets with a finite life is reviewed for 
impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable
impairment of assets
goodwill arising on business combinations is allocated to cashgenerating units equivalent to the reported operating 
segments the recoverable amount of the cashgenerating unit to which goodwill has been allocated is tested for 
impairment annually or more frequently when events or changes in circumstance indicate that it might be impaired 
goodwill that has been impaired previously cannot be reversed at a later date
the carrying values of property plant and equipment and intangible assets with finite lives are reviewed for impairment 
when events or changes in circumstance indicate the carrying value may be impaired if any such indication exists the 
recoverable amount of the asset is estimated in order to determine the extent of impairment loss
where purchased intangible assets are considered by the board of directors to have an indefinite life they are not 
amortised but are subject to an impairment review on an annual basis or more frequently if necessary intangible assets 
not yet available for use are tested for impairment annually
notes to the financial statements continued 41
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2 summary of significant accounting policies continued
an impairment review is performed by comparing the carrying value of the property plant and equipment intangible 
asset or cash generating units to which goodwill has been allocated with its recoverable amount being the higher of  
the fair value less costs to sell and value in use the fair value less costs to sell is the amount that could be obtained on 
disposal of the asset the value in use is determined by discounting using a pretax discount rate that reflects current 
market assessments of the time value of money and the risks specific to the asset the expected future cash flows 
resulting from its continued use including those on final disposal impairment losses are recognised in the income 
statement immediately where it is not possible to estimate the recoverable amount of an individual asset the group 
estimates the recoverable amount of the cashgenerating unit to which it belongs considerable management judgement 
is necessary to estimate discounted future cash flows accordingly actual cash flows could vary considerably from 
forecast cash flows impairment reversals are permitted to property plant and equipment or intangible assets but not 
goodwill to the extent that the new carrying value does not exceed the amount it would have been if no impairment  
loss been previously recognised
segment reporting
the group’s operations are divided into two product segments oil services and building products which is consistent 
with the segments identified in internal reports which are reviewed by the chief operating decision makers defined as  
the board of directors a product segment is a component of the group that is engaged in providing a group of related 
products and is subject to risks and returns that are different from those of the other segments ifrs 8 also requires 
disclosure of information on geographical areas with the group’s system of internal reporting to key operating decision 
makers serving as a starting point
revenue
revenue is recognised to the extent that it is probable that economic benefit will flow to the group and the revenue can 
be reliably measured revenue represents amounts receivable for goods provided to customers during the year in the 
normal course of business net of trade discounts vat and other salesrelated taxes as such revenue from the sale of 
goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer usually 
on dispatch of the goods
cash and cash equivalents
cash and cash equivalents include cash at bank and in hand as well as shortterm highly liquid investments such as 
money market instruments and bank deposits readily convertible into cash
interest bearing bank loans and borrowings
interest bearing bank loans and borrowings are recorded initially at fair value less directly attributable transaction costs 
after initial recognition interest bearing loans and borrowings are subsequently measured at amortised cost using the 
effective interest method
property plant and equipment
property plant and equipment are stated at cost less depreciation and impairment depreciation is provided on all assets 
except freehold land at rates calculated to write off the cost less estimated residual value of each asset on a straightline 
basis over its expected useful life at the following annual rates
freehold land and buildings
freehold land not depreciated
freehold buildings 2 to 5
plant and machinery 75 to 33
motor vehicles 20 to 25
the carrying values of property plant and equipment are reviewed for impairment periodically if events or changes in 
circumstances indicate that the carrying value may not be recoverable the assets’ residual values useful lives and 
method of depreciation are reviewed and adjusted if appropriate at each financial year end
inventories
inventories are valued at the lower of cost and net realisable value cost includes cost of materials determined on a 
purchase cost basis direct labour and an appropriate proportion of manufacturing overheads based on normal levels of 
activity on a first in first out basis net realisable value is based on estimated selling prices less further costs expected to 
be incurred to completion and disposal 42 financial statements
2 summary of significant accounting policies continued
leases
where the group has substantially all the risks and rewards of ownership of an asset subject to a lease the lease is treated 
as a finance lease assets held under finance leases and similar contracts which confer the rights and obligations similar to 
those attached to owned assets are capitalised at the inception of the lease at the fair value or if lower the present value 
of the minimum lease payments lease payments are apportioned between the finance charges and reduction of the 
lease liability so as to achieve a constant rate of interest on the remaining balance of the liability finance charges are 
reflected in the income statement
assets held under finance lease are depreciated over the lower of the useful lives and the term of the lease
all other leases are treated as operating leases and rentals payable are charged to the income statement account on  
a straightline basis over the lease term
foreign currencies
the individual financial statements of each group entity are presented in the currency of the primary economic 
environment in which the entity operates its functional currency for the purpose of the consolidated financial 
statements the results and financial position of each entity are expressed in pounds sterling which is the functional 
currency of the company and the presentation currency for the consolidated financial statements
in individual companies transactions in foreign currencies are recorded at the rate of exchange prevailing at the date of 
the transaction monetary assets and liabilities in foreign currencies are translated at the exchange rate prevailing at the 
balance sheet date any resulting exchange differences are taken to the income statement with the exception of 
differences on foreign currency borrowings that form part of a net investment in a foreign entity these are taken directly 
to equity other than any ineffective element until the disposal of the net investment at which time they are recognised  
in the consolidated income statement
on consolidation assets and liabilities of group companies denominated in foreign currencies are translated into sterling 
at the exchange rate prevailing at the balance sheet date income and expense items are translated into sterling at the 
average rates throughout the year
exchange differences arising on the translation of opening net assets of group companies together with differences 
arising from the translation of the net results at average or actual rates to the exchange rate prevailing at the balance sheet 
date are taken to other comprehensive income on disposal of a foreign entity the cumulative translation differences 
recognised in other comprehensive income relating to that particular foreign operation are recognised in the income 
statement as part of the gain or loss on disposal
provisions
provisions are recognised when
• 	 the group has a present legal or constructive obligation as a result of a past event
• 	 it is probable that an outflow of resources will be required to settle the obligation and
• 	 a reliable estimate can be made of the amount of the obligation
the amount recognised as a provision is the best estimate of the consideration required to settle the present obligation  
at the balance sheet date taking into account the risks and uncertainties surrounding the obligation where a provision is 
measured using the cash flows estimated to settle the present obligation its carrying amount is the present value of those 
cash flows using a pretax rate that reflects current market assessments of the time value of money and the risks specific 
to the obligation the increase in the provision due to the passage of time is recognised in the income statement within 
net finance costs
restructuring provisions comprise lease termination penalties and employee termination payments a restructuring 
provision is recognised when the group has developed a detailed formal plan for the restructuring and has raised a valid 
expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its 
main features to those affected by it the measurement of a restructuring provision includes only the direct expenditures 
arising from the restructuring which are those amounts that are both necessarily entailed by the restructuring and not 
associated with the ongoing activities of the entity
provisions for the expected cost of warranty obligations under local sale of goods legislation are recognised at the date of 
sale of the relevant products at the directors’ best estimate of the expenditure required to settle the group’s obligation
notes to the financial statements continued 43
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2 summary of significant accounting policies continued
pensions and other postemployment benefits
the group operates a defined contribution pension and two defined benefit schemes
the cost of providing benefits under the defined benefit schemes is determined using the projected unit credit actuarial 
valuation method the operating and financing costs of the pension schemes are charged to the income statement in the 
period in which they arise and are recognised separately the costs of past service benefit enhancements settlements 
and curtailments are also recognised in the period in which they arise the past service cost is recognised as an expense 
on a straightline basis over the average period until the benefits become vested if the benefits are already vested 
immediately following the introduction of or changes to a pension plan past service costs are recognised immediately 
actuarial gains and losses are recognised immediately through the consolidated statement of comprehensive income 
the net surplus or deficit is presented with the other net assets on the balance sheet the related deferred tax is shown 
with the other deferred tax balances
the defined benefit assets and liabilities comprise the present value of the defined benefit obligations less the past service 
cost not yet recognised and less the fair value of plan assets out of which the obligations are to be settled directly the 
value of any assets is restricted to the sum of any past service costs not yet recognised and the present value of any 
economic benefit available in the form of refunds from the plan or reductions in the future contributions to the plan
contributions to the defined contribution scheme are charged to the income statement as incurred
share capital
ordinary shares are classified as equity
where any group company purchases the company’s equity share capital treasury shares the consideration paid 
including any directly attributable incremental costs net of income taxes is deducted from equity attributable to the 
company’s equity holders until the shares are cancelled or reissued
where such shares are subsequently sold or reissued any consideration received net of any directly attributable 
incremental transaction costs and the related income tax effects is included in equity attributable to the company’s 
equity holders
financial assets liabilities and derivatives
financial assets and liabilities are recognised on the group’s balance sheet when the group becomes a party to the 
contractual provisions of the instrument and are generally derecognised when the contract that gives rise to it is settled 
sold cancelled or expires
trade receivables are recognised initially at fair value plus transaction costs and subsequently measured at amortised cost 
using the effective interest rate method less appropriate allowances for estimated irrecoverable amounts trade payables 
are recognised initially at fair value less transaction costs and subsequently measured at amortised cost using the effective 
interest rate method
provision against trade receivables is made when there is objective evidence that the group will not be able to collect all 
amounts due to it in accordance with the original terms of those receivables the amount of the writedown is determined 
as the difference between the carrying amount and present value of estimated future cash flows
derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered 
into and are subsequently remeasured at fair value derivatives are carried as assets when fair value is positive and as 
liabilities when fair value is negative
for those instruments designated as hedges and for which hedge accounting is desired the hedging relationship is 
documented at its inception this documentation identifies the hedging instrument the hedged item or transaction  
the nature of the risk being hedged and how effectiveness will be measured throughout its duration such hedges  
are expected at inception to be highly effective
the group designates certain derivatives as either a cash flow hedge where exposures to variability in cash flows 
attributable to either a particular risk associated with a recognised asset or liability or highly probable purchase are 
hedged or hedges of net investments in foreign operations net investment hedges where exposures to changes  
in fair value or future cash flows of the investment are hedged 44 financial statements
2 summary of significant accounting policies continued
in relation to cash flow hedges forward foreign currency contracts to hedge either highly probable anticipated purchases 
or firm commitments which meet the conditions for special hedge accounting the portion of the gain or loss on the 
hedging instrument that is determined to be an effective hedge is recognised directly in other comprehensive income  
and the ineffective portion is recognised in net profit or loss
when the hedged firm commitment results in the recognition of a nonfinancial asset or a nonfinancial liability then  
at the time the asset or liability is recognised the associated gains or losses that were previously recognised in other 
comprehensive income are included in the initial measurement of the acquisition cost or other carrying amount of the 
asset or liability for all other cash flow hedges the gains or losses that are recognised in other comprehensive income 
are transferred to the income statement in the same year in which the hedged firm commitment affects the net profit  
and loss for example when the future sale actually occurs
for derivatives that do not qualify for hedge accounting any gains or losses arising from changes in fair value are taken 
directly to net profit or loss for the year
investments in foreign operations
a foreign currency exposure arises from net investments in group entities whose functional currency differs from the 
group’s presentation currency the group uses foreign currency loans to hedge foreign currency risk this translation risk 
does not give rise to a cash flow exposure its impact only arises from the translation of the net investment in the group’s 
presentation currency
deferred taxation
income tax expense represents the sum of the current tax and deferred tax the tax currently payable is based on taxable 
profit for the year taxable profit differs from net profit as reported in the income statement because it excludes items of 
income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or 
deductible the group’s liability for current tax is calculated using tax rates that have been enacted or substantively 
enacted by the balance sheet date
deferred income tax is the tax expected to be payable or recoverable on differences between the carrying amount of 
assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit 
and is accounted for using the balance sheet liability method
deferred income tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are 
recognised to the extent that it is probable that taxable profits will be available against which deductible temporary 
differences can be utilised such assets and liabilities are not recognised if the temporary difference arises from the initial 
recognition of goodwill or from the initial recognition other than in a business combination of other assets and liabilities 
in a transaction that affects neither the taxable profit or loss nor the accounting profit
deferred income tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and 
associates and interests in joint ventures except where the group is able to control the reversal of the temporary 
difference and it is probable that the temporary difference will not reverse in the foreseeable future
the carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that 
it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered
deferred income tax is calculated at the tax rates that have been enacted or substantively enacted at the balance sheet 
dates and that are expected to apply in the period when the liability is settled or the asset realised deferred tax is charged 
or credited to profit or loss except when it relates to items charged or credited directly to other comprehensive income 
in which case the deferred tax is also dealt with in other comprehensive income
deferred income tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority 
and the group intends to settle its current tax assets and liabilities on a net basis
exceptional items
where certain income or expense items recorded in the period are material by their size or incidence the group reflects 
such items as exceptional items within a separate line on the income statement except for those exceptional items that 
relate to net finance costs and tax
separate presentation of exceptional items provides an improved understanding of the elements of financial performance 
in the year so as to facilitate comparison with prior periods and to assess trends in financial performance
notes to the financial statements continued 45
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2 summary of significant accounting policies continued
share based payments
the group operates an equitysettled share based remuneration scheme for certain employees under which the entity 
receives services from employees as consideration for equity instruments share options of the group
the fair value of the employee services received in exchange for the grant of options is expensed on a straightline basis 
over the vesting period based on the group’s estimate of shares that will eventually vest
the total amount to be expensed over the vesting period is determined by reference to the fair value of the options 
granted excluding the impact of any nonmarket vesting conditions nonmarket vesting conditions are included in 
assumptions about the number of options that are expected to vest at each balance sheet date the entity revises its 
estimates of the number of options that are expected to vest with any changes in estimate recognised in the income 
statement with a corresponding adjustment in equity the fair value of awards granted under ltip is measured using  
a probability model to predict eps levels
the proceeds received net of any directly attributable transaction costs are credited to share capital nominal value and 
share premium when the options are exercised
nongaap measure accounting policy
the directors believe that the “underlying” profit and earnings per share measures provide additional useful information  
to shareholders on the underlying performance of the business these measures are consistent with how business 
performance is measured internally the adjusted profit before tax measure is not recognised under ifrs and may not be 
comparable with “underlying” profit measures used by other companies the adjustments made to reported profit before 
tax are to include the following
• 	 exceptional income and charges – these are largely oneoff in nature and therefore create volatility in reported 
earnings
• 	 amortisation of intangible items and borrowing costs because of their noncash nature and expected infrequency  
of the events giving rise to them
critical accounting estimates and judgements
in the application of the group’s accounting policies the directors are required to make judgements estimates and 
assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources the 
estimates and associated assumptions are based on historical experience and other factors including expectations of 
future events that are believed to be reasonable under the circumstances actual results may differ from these estimates
the estimates and underlying assumptions are reviewed on an ongoing basis revisions to accounting estimates are 
recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the 
revision and future periods if the revision affects both current and future periods
critical judgements in applying the group’s accounting policies
the following areas represent the key judgements made by management in order to facilitate the preparation of the 
group’s financial statements
taxation
the group is subject to taxation in numerous jurisdictions judgement is required in determining the world wide provision 
for income taxes as there are transactions for which the ultimate tax determination is uncertain
impairment reviews and discount rates
the group tests intangible assets and goodwill for impairment in accordance with the stated accounting policy the value 
in use calculations requires the use of estimates of future growth and assessment of appropriate discount rates
exceptional items
exceptional items are expense or income items recorded in a period which have been determined by management as 
being material by their size or incidence and are presented separately within the results of the group the determination 
of which items are disclosed as exceptional will affect the presentation of profit measures including ebita and adjusted 
earnings per share and requires a degree of judgement details regarding exceptional items reported during the year are 
set out in note 4
noncurrent assets disposal groups held for sale
noncurrent assets and all assets and liabilities classified as held for sale are measured at the lower of carrying value and 
fair value less costs to sell 46 financial statements
2 summary of significant accounting policies continued
noncurrent assets and all assets and liabilities or disposal groups are classified as held for sale if their carrying value will 
be recovered through a sale transaction rather than through continuing use this condition is met only when a sale is 
highly probable the asset or disposal group is available for immediate sale in its present condition and management is 
committed to the sale which is expected to qualify for recognition as a completed sale within one year from the date 
of classification
key sources of estimation uncertainty
the preparation of financial statements requires management to make judgements estimates and assumptions the key 
assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have  
a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial 
year are discussed below
impairment of goodwill and other intangible assets
there are a number of assumptions management have considered in performing impairment reviews of goodwill and 
intangible assets in determining whether goodwill is impaired an estimation of value in use of the cashgenerating units 
to which goodwill has been allocated has been prepared the value in use calculation requires the directors to estimate 
the future cash flows expected to arise from the cashgenerating unit and a suitable discount rate in order to calculate 
present value note 11
provisions
provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the balance 
sheet date and are discounted to present value where the effect is material note 18
valuation of financial instruments at fair value
management makes a number of assumptions with regards to the models used to value financial instruments at their 
fair value at year end valuation techniques commonly used by market practitioners are applied for derivative financial 
instruments assumptions are made based on quoted market rates adjusted for specific features of the instrument 
note 20
intangible assets acquired in a business combination
on acquisition of group companies the group recognises any separately identifiable intangible assets from goodwill 
initially measuring each group of intangible assets at fair value groups of intangible assets will include purchased brands 
customer relationships trademarks and licences the determination of fair value requires the directors to estimate the 
useful economic life of each asset and the future cash flows expected to arise from each asset and to apply a suitable 
discount rate note 12
inventories
inventories are stated at the lower of cost and net realisable value with due allowance for excess obsolete or slow
moving items net realisable value is based on current assessments of future demand market conditions and new product 
development initiatives should demand for the group’s products decline further during the next financial year as a result 
of the current economic downturn additional allowances may be necessary in respect of excess or slowmoving items 
note 14
defined benefit pension and postretirement benefit schemes
the benefit obligation is calculated using a number of assumptions including future salary increases increases to pension 
benefits mortality rates and in the case of postemployment medical benefits the expected rate of increase in medical 
costs the present value of the benefit obligation is calculated by discounting the benefit obligation using market yields 
on highquality corporate bonds at the balance sheet date the plan assets consist largely of listed securities and their  
fair values are subject to fluctuation in response to changes in market conditions effects of changes in the actuarial 
assumptions underlying the benefit obligation effects of changes in the discount rate applicable to the benefit obligation 
and effects of differences between the expected and actual return on the plan assets are classified as actuarial gains and 
losses and are recognised directly in equity further actuarial gains and losses will be recognised during the next financial 
year an analysis of the assumptions that will be used by management to determine the cost of defined benefit plans that 
will be recognised in the income statement in the next financial year is presented in note 22
deferred tax assets
estimation is required of temporary differences between the carrying amount of assets and liabilities and their tax base 
deferred tax liabilities are recognised for all taxable temporary differences but where deductible temporary differences 
exist management’s judgement is required as to whether a deferred tax asset should be recognised based on the 
availability of future taxable profits it is possible that the deferred tax assets actually recoverable may differ from the 
amounts recognised if actual taxable profits differ from management’s estimates note 8
notes to the financial statements continued 47
company
overview
business
review
corporate
governance
financial
statements
3 segmental analysis
product analysis
the following tables present group revenue and profit and certain assets and liability information regarding the  
group’s product segments which have been generated using group accounting policies with no differences  
of measurement applied
comparative figures for 2010 have been revised to reflect the elimination of intragroup trading more accurately and  
to reapportion head office overheads previously included in the results of the discontinued oil services division
segment revenues and results
the group has two operating segments building products and oil services and the table below also contains a 
geographical analysis of each segment
  continuing operations – building products
discontinued 
operations –  
oil services  
year ended 31 december 2011
 
note
united
kingdom
£’000
united
states
£’000
rest of the
world
£’000
total
£’000
united 
kingdom
£’000
total
£’000
revenue            
external sales 88984 105370 36018 230372 19088 249460
result            
operating profit before exceptional items  
and amortisation of intangible assets 7719 11327 3353 22399 10056 32455
amortisation of intangible assets       10565 1 10566
exceptional items 4       830 – 830
operating profit       11004 10055 21059
net finance costs       9695 53 9642
profit before tax       1309 10108 11417
tax       6775 2709 4066
profit after tax       8084 7399 15483
other segment information            
cost of goods sold       157869 5856 163725
depreciation       5252 51 5303
segment assets and liabilities
 
continuing operations – building products
discontinued 
operations –  
oil services
 
year ended 31 december 2011
united 
kingdom 
£’000
united 
states 
£’000
rest of the 
world 
£’000
total 
£’000
united  
kingdom 
£’000
total 
£’000
segment assets            
total segment assets 100618 267832 55245 423695 21114 444809
unallocated segment assets       2616 – 2616
unallocated group assets           1627
consolidated total assets           449052
segment liabilities            
total segment liabilities 27676 41067 7270 76013 3271 79284
unallocated segment liabilities       115281 – 115281
unallocated group liabilities           5269
consolidated total liabilities           199834 48 financial statements
3 segmental analysis continued
 
continuing operations – building products
discontinued 
operations –  
oil services
 
year ended 31 december 2011
united
kingdom
£’000
united
states
£’000
rest of  
the world
£’000
total
£’000
united
kingdom
£’000
total
£’000
noncurrent assets
1
68078 232650 42539 343267 11849 355116
other segment information            
employee benefit liability       9732 – 9732
goodwill allocation       214186 11421 225607
intangible asset allocation       98620 35 98655
capital expenditure            
 – property plant and equipment 1143 2588 516 4247 137 4384
 – intangible assets 69 350 37 456 36 492
1 noncurrent assets exclude amounts relating to deferred tax assets
comparative information
segment revenues and results
 
continuing operations – building products
discontinued 
operations –  
oil services
 
year ended 31 december 2010
 
note
united 
kingdom 
£’000
united 
states 
£’000
rest of  
the world 
£’000
total 
£’000
united  
kingdom 
£’000
total 
£’000
revenue
external sales 97927 116987 37550 252464 13748 266212
result
operating profit before exceptional items  
and amortisation of intangible assets 8167 14031 3868 26066 7609 33675
amortisation of intangible assets       11749 – 11749
exceptional items 4       395 – 395
operating profit       13922 7609 21531
net finance costs       12145 149 11996
profit before tax       1777 7758 9535
tax       281 2207 2488
profit after tax       1496 5551 7047
other segment information            
cost of goods sold       169468 3935 173403
depreciation       6449 44 6493
notes to the financial statements continued 49
company
overview
business
review
corporate
governance
financial
statements
3 segmental analysis continued
segment assets and liabilities
 
building products
oil  
services
 
year ended 31 december 2010
united 
kingdom 
£’000
united  
states 
£’000
rest of  
the world 
£’000
total 
£’000
united  
kingdom 
£’000
total 
£’000
segment assets            
total segment assets 106843 266565 57610 431018 17384 448402
unallocated assets           5667
consolidated total assets           454069
segment liabilities            
total segment liabilities 35607 43826 5846 85279 4782 90061
unallocated segment liabilities       118729 – 118729
unallocated group liabilities           6704
consolidated total liabilities           215494
noncurrent assets
1
70762 231638 45572 347972 11725 359697
other segment information            
employee benefit liability       7474 – 7474
goodwill allocation       212110 11421 223531
intangible asset allocation       104709 – 104709
capital expenditure            
 – property plant and equipment 1268 1542 446 3256 58 3314
 – intangible assets 51 137 9 197 – 197
1 noncurrent assets exclude amounts relating to deferred tax assets
4 exceptional items
 
 
2011
£’000 
2010
£’000 
redundancy and restructuring costs 813 151
acquisition expenses 282 –
adjustments to fair value accounting of acquisitions 265 –
other costs net – 244
  830 395
all exceptional items relate to continuing operations
5 operating profit
operating profit is stated after charging the following
 
continuing operations discontinued operations total
 
 
2011
£’000
2010
£’000
2011
£’000
2010
£’000
2011
£’000
2010
£’000
depreciation of property plant and equipment –  
owned assets 5251 6250 51 44 5302 6294
depreciation of property plant and equipment –  
leased assets 1 199 – – 1 199
amortisation of intangible assets 10565 11749 1 – 10566 11749
operating lease rentals – land and buildings 3690 4009 58 – 3748 4009
foreign exchange lossgain 455 256 – 2 455 254 50 financial statements
5 operating profit continued
the analysis of auditor’s remuneration is as follows
 
group
2011
£’000
2010
£’000
fees payable to the company’s auditor for the audit of parent company and consolidated financial statements 90 94
fees payable to the company’s auditor for other services    
 – the audit of the company’s subsidiaries pursuant to legislation 378 399
 – other services pursuant to legislation 25 29
 – other services 12 2
  505 524
6 employees
number of employees
the average monthly number of employees including directors of the group during the financial year was
 
continuing operations discontinued operations total
2011 2010 2011 2010 2011 2010
administration 220 204 12 13 232 217
sales 180 172 8 4 188 176
operations 1541 1669 31 28 1572 1697
  1941 2045 51 45 1992 2090
the number of employees including directors of the group as at 31 december was
 
continuing operations discontinued operations total
  2011 2010 2011 2010 2011 2010
administration 209 218 12 12 221 230
sales 172 192 8 8 180 200
operations 1499 1546 32 28 1531 1574
  1880 1956 52 48 1932 2004
employment costs
employment costs of these employees during the year were as follows
 
continuing operations discontinued operations total
 
 
2011
£’000
2010
£’000
2011
£’000
2010
£’000
2011
£’000
2010
£’000
wages and salaries 44847 49412 2600 2096 47447 51508
social security costs 6258 5321 289 226 6547 5547
pension costs – defined contribution schemes 1884 1452 112 113 1996 1565
pension costs – defined benefit schemes 639 507 – – 639 507
share based payments 172 63 – – 172 63
  53800 56755 3001 2435 56801 59190
notes to the financial statements continued 51
company
overview
business
review
corporate
governance
financial
statements
6 employees continued
directors’ remuneration
the remuneration payable to directors considered to be the group’s key management personnel was as follows
 
 
2011
£’000
2010
£’000
salaryfees 620 834
bonuses 50 171
benefits 64 57
share based payments 54 6
severance payments – 333
  788 1401
full details of individual directors’ remuneration are given in the remuneration report on pages 27 to 33
7 finance revenue and costs
finance costs from continuing operations
 
 
2011
£’000
2010
£’000
finance income    
bank interest receivable 287 417
finance costs    
interest payable on bank loans and overdraft 6205 9429
amortisation of borrowing costs 3148 2295
ineffective portion of changes in value of cash flow hedges 8 26
interest on obligations under finance leases – 1
unwinding of discount on provisions 492 559
pension scheme and other finance costs 129 252
  9982 12562
net finance costs 9695 12145
8 taxation
a tax on profit on ordinary activities
income tax in the income statement
 
continuing operations discontinued operations total
 
 
2011
£’000
2010
£’000
2011
£’000
2010
£’000
2011
£’000
2010
£’000
current income tax            
uk corporation tax creditexpense 986 1408 2778 2163 1792 755
foreign tax expense 3168 5090 – – 3168 5090
current income tax charge 2182 3682 2778 2163 4960 5845
adjustments in respect of prior periods – 545 – 48 – 497
exceptional adjustments in respect of prior periods 3767 – – – 3767 –
total current income tax creditexpense 1585 3137 2778 2211 1193 5348
deferred tax            
origination and reversal of temporary differences 1850 2225 3 9 1853 2216
adjustment due to deferred tax rate change 2137 892 – – 2137 892
adjustments in respect of prior periods – 261 66 13 66 248
exceptional adjustments in respect of prior periods 1203 – – – 1203 –
total deferred tax credit 5190 2856 69 4 5259 2860
income tax creditexpense in the income statement 6775 281 2709 2207 4066 2488
the standard rate of corporation tax in the uk changed from 28 to 26 with effect from 1 april 2011 accordingly the 
group’s uk profits for this accounting period are taxed at an effective rate of 265 2010 28 the tax rate of 25 was 
substantively enacted in july 2011 and uk deferred tax assets and liabilities have been provided at this rate 52 financial statements
8 taxation continued
taxation for other jurisdictions is calculated at rates prevailing in the respective jurisdictions
exceptional adjustments in respect of prior periods arose from the clarification with the tax authorities of the tax 
treatment of provisions mainly those originally made at the time of the schlegel acquisition in 2006 and the lss 
acquisition in 2007
tax relating to items charged or credited directly to equity – continuing operations
 
 
2011
£’000
2010
£’000
deferred tax    
actuarial losses on pension schemes 1659 40
income tax credit in the statement of comprehensive income 1659 40
b reconciliation of the total tax charge
the tax assessed for the year differs from the standard rate of tax in the uk of 26 2010 28 the differences are 
explained below
 
continuing operations discontinued operations total
 
 
2011
£’000
2010
£’000
2011
£’000
2010
£’000
2011
£’000
2010
£’000
profit before taxation 1309 1777 10108 7758 11417 9535
rate of corporation tax in the uk of 265 2010 28 347 498 2679 2172 3026 2670
effects of            
income not taxableexpenses not deductible for  
tax purposes 495 167 96 – 399 167
overseas tax rate differences 481 790 – – 481 790
adjustment due to deferred tax rate change 2137 892 – – 2137 892
adjustment in respect of prior periods 4971 282 66 35 5037 247
income tax creditexpense in the income statement 6775 281 2709 2207 4066 2488
c deferred tax
deferred income tax at 31 december relates to the following
 
group balance sheet group income statement
 
2011
£’000
2010
£’000
2011
£’000
2010
£’000
deferred tax liability        
 intangible assets on acquisition 16399 22808 4426 4271
 other 2435 561 1136 1241
  18834 23369 3290 3030
deferred tax assets        
 postemployment benefits 3304 1705 3185 –
 purchased goodwill 5349 4612 1942 290
 other 965 1337 3212 120
  9618 7654 1969 170
deferred income tax credit     5259 2860
deferred tax liabilities net 9216 15715    
reflected in the balance sheet as follows        
 deferred tax assets 9618 7654    
 deferred tax liabilities 18834 23369    
deferred tax liabilities net 9216 15715    
notes to the financial statements continued 53
company
overview
business
review
corporate
governance
financial
statements
8 taxation continued
the gross movement in deferred tax is as follows
 
 
note
2011
£’000
2010
£’000
at beginning of year 15715 18209
acquisition 25 1954 –
income statement credit – continuing operations 5190 2856
income statement credit – discontinued operations 69 4
tax charge directly to equity 1346 366
reclassification from current tax to deferred tax 712 –
transfer of assets of disposal group classified as held for sale 80 –
  9216 15715
d factors that may affect future tax charges
there are estimated tax losses of £13745000 2010 £9980000 within the group comprising capital losses of 
£7348000 and trading losses of £6397000 as the future use of these losses is uncertain in accordance with the 
group’s accounting policy only a portion of these losses have been recognised as a deferred tax asset
the amounts of deferred tax not recognised are as follows
 
2011
£’000
2010
£’000
tax losses 846 785
capital losses 1837 2057
  2683 2842
no deferred tax liability is recognised on temporary differences of £329 million 2010 £299 million relating to the 
unremitted earnings of overseas subsidiaries as a result of uk legislation which largely exempts from uk tax the overseas 
dividends received the temporary differences arising on unremitted profits are unlikely to lead to additional uk corporate 
taxes furthermore although the remittance to the uk of those earnings could still result in a tax liability arising as a result 
of withholding taxes levied by the overseas tax jurisdictions in which those subsidiaries operate such jurisdictions provide 
currently for zero dividend withholding tax in their tax agreements with the uk
9 discontinued operations
during 2011 the group determined to dispose of its oil services business comprising gall thomson and its subsidiaries 
and undertook a process to identify preferred bidders which was completed in december 2011 see note 31
on 13 march 2012 the group completed this sale these activities have been presented as discontinued as they satisfy the 
definition of discontinued operations as defined by ifrs 5 as the disposal was highly probable at 31 december 2011 54 financial statements
9 discontinued operations continued
results attributable to discontinued operations are as follows
2011
£’000
2010
£’000
revenue 19088 13748
cost of sales 5856 3935
gross profit 13232 9813
administrative expenses 3177 2204
operating profit 10055 7609
analysed as    
 operating profit before exceptional items and amortisation of intangible assets 10056 7609
 amortisation of intangible assets 1 –
operating profit 10055 7609
net finance income 53 149
result from discontinued operations before taxation 10108 7758
income tax expense 2709 2207
net profit attributable to discontinued operations 7399 5551
the assets and liabilities comprising the operations classified as held for sale are as follows
 
2011 
£’000
assets of disposal group classified as held for sale
goodwill 11421
intangible assets 35
property plant and equipment 393
deferred tax asset 80
inventories 1127
trade and other receivables 4098
cash and cash equivalents 3960
  21114
 
2011 
£’000
liabilities of disposal group classified as held for sale
current tax payable 617
trade and other payables 2654
  3271
the net cash flows attributable to the operations classified as held for sale are as follows
2011 
£’000 
net cash inflow from operating activities 9676
net cash outflow from investing activities 120
net cash flow from financing activities –
net cash inflow 9556
notes to the financial statements continued 55
company
overview
business
review
corporate
governance
financial
statements
10 earnings per share
basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders 
by the weighted average number of ordinary shares outstanding during the year
diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders by the 
weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary 
shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares
 
2011
‘000
2010
‘000
weighted average number of shares including treasury shares 137287 137287
treasury shares 7580 7447
weighted average number of shares – basic 129707 129840
effect of dilutive potential ordinary shares – ltip awards and options 1011 1967
weighted average number of shares – diluted 130718 131807
 
 
2011
£’000 
2010
£’000 
profit for the period – continuing operations 8084 1496
profit for the period – discontinued operations 7399 5551
  15483 7047
basic earnings per share    
from continuing operations 623p 115p
from discontinued operations 571p 428p
  1194p 543p
diluted earnings per share    
from continuing operations 618p 114p
from discontinued operations 566p 421p
  1184p 535p
earnings per share from continuing operations before exceptional items
basic and diluted underlying earnings per share information is presented as an additional measure using the weighted 
average number of ordinary shares for both basic and diluted amounts as per the table above
underlying profit after taxation from continuing operations is derived as follows
2011
£’000 
2010
£’000 
profit before taxation from continuing operations 1309 1777
exceptional costs 830 395
amortisation of intangible assets 10565 11749
unwinding discount on provisions 492 559
amortisation of borrowing costs 3148 2295
underlying profit before taxation from continuing operations 16344 16775
income tax expense 6775 281
adjustment due to tax rate change 2137 892
exceptional prior year tax adjustments 4971 –
tax effect on exceptional costs and amortisation of intangible assets 4285 4199
underlying profit after taxation from continuing operations 11726 11403 56 financial statements
10 earnings per share continued
underlying profit after taxation from discontinued operations is derived as follows
 
2011
£’000 
2010
£’000 
profit before taxation from discontinued operations 10108 7758
amortisation of intangible assets 1 –
underlying profit before taxation from discontinued operations 10109 7758
income tax expense 2709 2207
underlying profit after taxation from discontinued operations 7400 5551
earnings per share is summarised as follows
 
2011
£’000 
2010
£’000 
basic earnings per share    
from continuing operations 904p 878p
from discontinued operations 571p 428p
  1475p 1306p
diluted earnings per share    
from continuing operations 897p 865p
from discontinued operations 566p 421p
  1463p 1286p
11 goodwill
  note £’000
cost and net carrying value    
at 1 january 2010   219850
exchange difference   3681
at 31 december 2010   223531
acquisition of subsidiary 25 2389
transfer of assets of disposal group classified as held for sale 9 11421
exchange difference   313
at 31 december 2011   214186
impairment tests for goodwill
the group tests goodwill annually for impairment or more frequently if there are indications that goodwill might 
be impaired
cgus are defined as the group’s reported operating segments namely building products and oil services which are 
consistent with the product segments reported in the segment analysis in note 3 in 2010 the group reported three cgus 
lss schlegel and gall thomson then defined as the three groups of businesses acquired that each generated goodwill
the recoverable amounts of the cgus are determined from value in use calculations value in use is determined by 
discounting the future pretax cash flows generated from the continuing use of the cgu using a pretax discount rate
cash flow projections are derived from financial plans approved by the board and cover a three year period they reflect 
management’s expectations of revenue growth operating cost and margin for each cgu based on past experience cash 
flows beyond the first three years have been extrapolated using revenue growth rates of 30 for building products and 
35 for oil services after the five year forecast period no further growth in revenue and profit has been assumed based 
on a prudent view of longterm growth rates
discount rates are estimated using pretax rates that reflect current market assessments of the time value of money and 
the risk profiles of the cgus
notes to the financial statements continued 57
company
overview
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governance
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statements
11 goodwill continued
additional disclosures for the two cgus are as follows
  building products oil services
 
 
2011
£’000
2010
£’000
2011
£’000
2010
£’000
carrying amount of goodwill 214186 212110 11421 11421
average discount rate 112 110 85 110
average revenue growth for years 1 to 3 61 24 48 172
average revenue growth rate for years 4 and 5 30 30 35 30
sensitivity analysis was calculated on the basis of lowering the forecast earnings before interest taxation depreciation and 
amortisation “ebitda” by a constant percentage each year from year one onwards in perpetuity until the excess of value 
in use over the carrying value of the cgu’s assets was reduced to zero ebitda would need to decrease by 25 percentage 
points for each year from year one onwards in perpetuity before any impairment would arise in respect of the cgu with 
the lowest impairment headroom
12 intangible assets
 
 
 
note
computer 
software
£’000
acquired 
brands
£’000
customer 
relations
£’000
total
£’000
cost        
at 1 january 2010 245 33013 115600 148858
additions 119 78 – 197
amounts written off 7 – – 7
exchange difference – 489 2197 2686
at 31 december 2010 357 33580 117797 151734
additions 353 139 – 492
acquisition of subsidiary 25 – – 4094 4094
transfer of assets of disposal group classified as held for sale – 36 – 36
exchange difference 6 68 127 189
at 31 december 2011 716 33615 121764 156095
amortisation        
at 1 january 2010 75 9942 24693 34710
amortisation for the year
1
102 3346 8301 11749
amounts written off 7 – – 7
exchange difference – 175 398 573
at 31 december 2010 170 13463 33392 47025
amortisation for the year
1
118 2314 8134 10566
transfer of assets of disposal group classified as held for sale – 1 – 1
exchange difference – 38 77 115
at 31 december 2011 288 15738 41449 57475
1 amortisation for the year is included in administrative expenses in the income statement
 
 
computer 
software
£’000
acquired 
brands
£’000
customer 
relations
£’000
total
£’000
net book value        
at 31 december 2011 428 17877 80315 98620
at 31 december 2010 187 20117 84405 104709
at 1 january 2010 170 23071 90907 114148
certain brands and trademarks with a carrying value of £3160000 2010 £3230000 are considered to have an 
indefinite life this applies to those brands and trademarks which as a result of their excellent reputation with their core 
customer base and being well regarded in their marketplaces command a significant share of the markets in which 
they operate 58 financial statements
13 property plant and equipment
 
 
 
 
 
note
freehold
land and
buildings
£’000
plant
and
machinery
£’000
 
 
total
£’000
cost      
at 1 january 2010 15203 57869 73072
additions 99 3215 3314
disposals – 1713 1713
exchange difference 83 710 793
at 31 december 2010 15385 60081 75466
additions 170 4214 4384
disposals – 1481 1481
acquisition of subsidiary 25 – 704 704
transfer of assets of disposal group classified as held for sale 329 673 1002
exchange difference 44 210 254
at 31 december 2011 15182 62635 77817
accumulated depreciation      
at 1 january 2010 2889 35887 38776
charge for the year 376 6117 6493
disposals – 1637 1637
impairment – 200 200
exchange difference 19 158 177
at 31 december 2010 3284 40725 44009
charge for the year 491 4812 5303
disposals – 1167 1167
transfer of assets of disposal group classified as held for sale 95 514 609
exchange difference 9 171 180
at 31 december 2011 3671 43685 47356
net book value      
at 31 december 2011 11511 18950 30461
at 31 december 2010 12101 19356 31457
at 1 january 2010 12314 21982 34296
depreciation in the year of £5303000 2010 £6493000 is included in administrative costs in the income statement
the carrying value of plant and machinery held under finance leases and hire purchase contracts at 31 december 2011 
was £nil 2010 £15000
leased assets and assets under hire purchase contracts were pledged as security for the related finance lease and hire 
purchase liabilities
notes to the financial statements continued 59
company
overview
business
review
corporate
governance
financial
statements
14 inventories
 
 
2011
£’000
2010
£’000
raw materials and consumables 12388 14726
workinprogress 2010 2499
finished goods 12029 8823
  26427 26048
the cost of materials charged to the income statement during the year ended 31 december 2011 was £109197000 
2010 £117964000
as at 31 december 2011 inventories are stated net of an allowance for excess obsolete or slowmoving items of 
£5366000 2010 £7449000
an impairment charge of £931000 was recognised in respect of inventories during the year
there were no borrowings secured on the inventories of the group 2010 £nil
15 trade and other receivables
 
 
2011
£’000
2010
£’000
trade receivables 26644 30533
less provision for impairment 2587 2360
trade receivables – net 24057 28173
other receivables – net 1441 860
prepayments and accrued income 2702 3889
total trade and other receivables 28200 32922
all trade and other receivables are current the net carrying values of trade and other receivables are considered to be a 
reasonable approximation of their fair values
at 31 december 2011 trade receivables of £21923000 2010 £25389000 were considered to be fully performing
net trade receivables of £2072000 2010 £1871000 were past due but not impaired as at 31 december 2011 these 
relate to customers for whom there is no recent history of default the ageing of the net trade receivables is as follows
  within normal payment terms past due
 
fully 
performing  
£’000
not fully 
performing  
£’000
within 
3 months 
£’000
3 to 6 
months 
 £’000
over 
6 months 
£’000
at 31 december 2011          
trade receivables 21923 62 2008 64 –
at 31 december 2010          
trade receivables 25389 913 1780 82 9
all of the group’s trade and other receivables have been reviewed for impairment at 31 december 2011 trade receivables 
of £2587000 2010 £2360000 were determined to be specifically impaired and provided for the individually impaired 
receivables mainly relate to customers affected by difficult economic situations 60 financial statements
15 trade and other receivables continued
movements on the provisions for impairment of trade receivables are as follows
 
  note
2011
£’000
2010
£’000
at 1 january 2360 1909
impairment losses recognised 1358 974
amounts written off during the year as uncollectible 651 336
impairment losses reversed 205 207
acquisition of subsidiary 25 32 –
transfer of assets of disposal group classified as held for sale 302 –
foreign exchange translation gains and losses 5 20
at 31 december 2587 2360
the creation of provisions for impaired trade receivables is included in administrative expenses in the income statement
ageing of impaired trade receivables
 
 
2011
£’000
2010
£’000
trade receivables within normal payment terms not fully performing 995 1095
trade receivables past due date and aged up to three months from invoice date 1297 1000
trade receivables past due and aged between three and twelve months after invoice date 295 265
  2587 2360
the carrying amounts of the group’s trade and other receivables are denominated in the following currencies
 
 
2011
£’000
2010
£’000
british pounds 13060 14394
us dollars 9924 11520
euros 2887 4242
other currencies 2329 2766
  28200 32922
16 cash and cash equivalents
 
 
2011
£’000
2010
£’000
cash at bank and in hand 25822 28949
shortterm deposits 14945 13333
bank overdrafts 16381 14534
  24386 27748
cash held in disposal group classified as held for sale 3960 –
  20426 27748
17 trade and other payables
 
 
2011
£’000
2010
£’000
trade payables 20435 19773
other taxes and social security costs 1808 2596
accruals and accrued income 12389 17996
  34632 40365
the carrying amounts are considered to be a reasonable approximation of fair value
notes to the financial statements continued 61
company
overview
business
review
corporate
governance
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statements
17 trade and other payables continued
the carrying amounts of the group’s trade and other payables are denominated in the following currencies
 
 
2011
£’000
2010
£’000
british pounds 17948 21391
us dollars 11280 13413
euros 3084 3468
other currencies 2320 2093
  34632 40365
18 provisions
 
property
related
£’000
restructuring
£’000
warranty
£’000
other
£’000
total
£’000
at 1 january 2010 13088 731 1474 5722 21015
provided during the year 142 412 607 – 1161
utilised during the year 1604 472 439 – 2515
released during the year 565 307 100 700 1672
unwinding of discount 559 – – – 559
exchange differences 13 12 – – 25
at 31 december 2010 11633 376 1542 5022 18573
provided during the year 262 105 1201 300 1868
utilised during the year 1290 228 336 – 1854
released during the year 1165 56 187 1700 3108
unwinding of discount 492 – – – 492
exchange differences 9 2 33 – 26
at 31 december 2011 9923 199 2253 3622 15997
current liabilities 1153 175 100 82 1510
noncurrent liabilities 8770 24 2153 3540 14487
total 9923 199 2253 3622 15997
current liabilities are those aspects of provisions that are expected to be utilised within the next year
property related
property provisions relate to provisions for onerous leases of £7936000 and leasehold dilapidations of £1987000  
and are expected to be utilised by 2018
for onerous leases the group has provided for the rental payments due over the remaining term of existing operating 
lease contracts where a period of vacancy is ongoing the provision has been calculated after taking into account both 
the periods over which properties are likely to remain vacant and any likely sublease income on a propertybyproperty 
basis the provision covers potential transfer of economic benefit over the full range of current lease commitments 
disclosed in note 28
the provision for leasehold dilapidations relates to contractual obligations to reinstate leasehold properties to their 
original state of repair the transfer of economic benefits will occur at the end of the leases set out in note 28
restructuring
restructuring provisions include provisions for staff redundancy costs at restructuredclosed business units and are 
expected to be utilised by the end of 2013
warranty
the warranty provision is calculated based on historical experience of the ultimate cost of settling product warranty 
claims and potential claims warranty provisions are expected to be utilised by the end of 2017
other
other provisions comprise taxation and inventoryrelated provisions expected to be utilised by 2013 and 2018 respectively 62 financial statements
19 interestbearing loans and borrowings
 
2011
£’000
2010
£’000
unsecured borrowing at amortised cost    
bank loans 113080 –
secured borrowing at amortised cost    
bank loans 85 119467
finance lease liabilities – 10
  85 119477
total borrowings 113165 119477
analysed as    
amount due for settlement within 12 months 12930 5172
amount due for settlement after 12 months 100235 114305
  113165 119477
on 14 september 2011 the group entered into a new debt facility agreement which extends the group’s committed 
facilities to 31 march 2016 the multicurrency term loan of £110 million as well as the £30 million multicurrency working 
capital facility are unsecured and guaranteed by lupus capital plc and its principal subsidiary companies
at 31 december 2011 the group had drawn down 4000000 of the £30 million multicurrency working capital facility
scheduled repayments are to commence annually on 31 december 2012 and will continue until 31 december 2015  
with the balance outstanding payable on the termination date of the facility being 31 march 2016
there were no defaults in interest payments in the year under the terms of the loan agreements
20 derivative financial instruments
2011 2010
 
assets 
£’000
liabilities 
£’000
assets 
£’000
liabilities 
£’000
cash flow hedges        
interest rate swaps – 777 – 1998
cash flow hedges
the full fair value of the hedging derivatives are classified as a noncurrent asset or liability if the remaining maturity of the 
hedged instrument is more than 12 months and as a current asset or liability if the hedged item is less than 12 months 
fair value measurements are based on quoted prices in active markets for the same instrument
the notional principal amounts of the outstanding interest rate swap contracts at 31 december 2011 were £957 million 
2010 £1205 million
during the year £1228000 2010 £564000 was recognised in the statement of comprehensive income and £8000 
2010 £26000 in the income statement for change in the value of cash flow hedges
details of the interest rate swaps are as follows
 
notional 
amount 
‘000
fixed 
interest rate 
paid
floating
 interest rate 
received
fair  
value 
‘000
at 31 december 2011        
us dollar swaps 93300 1850 04625–05484 880
british pounds swaps £35300 2045 10252 – 12306 £208
at 31 december 2010        
us dollar swaps 112500 1850 04394–04625 2203
british pounds swaps £47800 2045 08794–10252 £574
notes to the financial statements continued 63
company
overview
business
review
corporate
governance
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statements
20 derivative financial instruments continued
fair value measurement
the group uses the following hierarchy for determining the fair value of financial instruments by valuation technique
• 	 level 1 quoted prices in active markets for identical assets and liabilities 
• 	 level 2  other techniques for which all inputs which have significant effect on the recorded fair value are observable 
either directly or indirectly
• 	 level 3  techniques which use inputs which have a significant effect on the recorded fair value which are not based  
on observable market data
derivatives shown at fair value in the balance sheet have been valued by reference to level 2 techniques described above
net investment hedges
the group uses foreign currency denominated debt to hedge the value of its foreign currency denominated net assets 
due to movements in foreign exchange rates the value of the net investment hedge was £78518000 at 31 december 
2011 2010 £74483000 this hedge is considered highly effective and no ineffective portion has been recognised in 
profit or loss
21 financial instruments risk profile
capital risk management
the group manages its capital structure to ensure that it will be able to continue as a going concern the capital structure 
of the group consists of cash and cash equivalents note 16 borrowings note 19 and equity attributable to the 
shareholders of the parent as disclosed in the consolidated statement of changes in equity
financial management
the group’s principal financial instruments comprise bank loans finance leases and hire purchase contracts and cash 
and shortterm deposits the group has various other financial instruments such as trade receivables and trade payables 
that arise directly from its operations no trading in financial instruments is undertaken
the board reviews and agrees policies for managing each financial instrument risk and they are summarised below
liquidity and credit risk
the group maintains sufficient cash and marketable securities and the availability of funding through an adequate 
amount of credit facilities management monitors rolling forecasts of the group’s liquidity on the basis of expected cash 
flow the group manages liquidity risk by the pooling of cash resources and depositing funds available for investment in 
approved financial instruments with financial institutions counterparty risk with respect to cash and cash equivalents is 
managed by only investing in banks and financial instruments with independently assessed credit ratings of at least a2 
as published by standard and poor’s individual risk limits are assessed by management based on the external ratings 
management does not expect any losses from the nonperformance of these counterparties
credit risk is also attributable to the group’s exposure to trade receivables due from customers
management assesses the credit quality of customers taking into account their financial position past experience and 
other factors in order to mitigate credit risk the group utilises credit insurance in those areas of its operations where such 
insurance is available in areas where such insurance is not available management monitors the utilisation of credit limits 
by customers identified either individually or by group and incorporates this information in credit risk controls there are 
no significant concentrations of credit risk due to the diverse nature of the group’s client base
trade receivables are presented in the balance sheet net of allowances for doubtful receivables estimated by the group’s 
management based on prior experience and their assessment of the current economic environment
the group’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the balance sheet 
date as summarised below
2011 
£’000
2010 
£’000
classes of financial instruments – carrying amounts    
cash and cash equivalents  24386 27748
trade and other receivables 28200 32922
at 31 december 52586 60670 64 financial statements
21 financial instruments risk profile continued
management considers that all the above financial assets that are not impaired for each of the reporting dates under 
review are of good credit quality including those that are past due
during the year ended 31 december 2011 the group operated within its borrowing facilities
the table below analyses the group’s financial liabilities into relevant maturity groupings based on the remaining period 
at the balance sheet date to the contractual maturity date
 
less than
1 yr
£’000
between
1 and 2 yrs
£’000
between
2 and 5 yrs
£’000
total
£’000
borrowings 12930 10409 89826 113165
derivative financial instruments 777 – – 777
interest cash flows on debt and derivatives settled net 2830 2829 5219 10878
trade and other payables  32824 1450 – 34274
at 31 december 2011 49361 14688 95045 159094
borrowings  5172 114305 – 119477
derivative financial instruments – 1998 – 1998
interest cash flows on debt and derivatives settled net 6040 2905 – 8945
trade and other payables  40365 1559 – 41924
at 31 december 2010  51577 120767 – 172344
derivative financial instruments mature between 3 months and 1 year from 31 december 2011
interest rate risk
the interest rate profile of the group’s borrowings as at 31 december 2011 was as follows
floating rate 
liabilities 
£’000
fixed rate 
liabilities 
£’000
total 
£’000
at 31 december 2011
british pounds 36210 – 36210
us dollars 76955 – 76955
113165 – 113165
at 31 december 2010
british pounds 46867 – 46867
us dollars 72600 10 72610
119467 10 119477
the interest rate on the floating rate bank loans are linked to libor
 
floating rate
borrowings
1
£’000
covered 
interest 
swaps 
£’000
swap fixed 
rate 

at 31 december 2011      
british pounds 36986 29400 2045
us dollars 78518 60377 1850
  115504 89777  
at 31 december 2010      
british pounds 47914 47800 2006
us dollars 74483 72717 1850
  122397 120517  
1 these amounts exclude capitalised loan fees
interest rate sensitivity
the impact of a 50 basis point movement in floating interest rates on borrowings would have a circa £06 million impact 
on profits this impact would be reduced by the tax effect on such a change
notes to the financial statements continued 65
company
overview
business
review
corporate
governance
financial
statements
21 financial instruments risk profile continued
interest rate risk of financial assets
the board periodically reviews any exposure the group may have to interest rate fluctuations the weighted average 
interest rate received on deposited funds was 182 during the year 2010 215
foreign currency risk
the group operates internationally and is exposed to foreign exchange risk arising from various currency exposures 
primarily with respect to the us dollar the euro the renminbi and the australian dollar foreign exchange risk arises from 
future commercial and financing transactions recognised assets and liabilities denominated in a currency that is not the 
group’s functional currency and net investments in overseas entities
the group has a number of overseas subsidiaries whose net assets are subject to currency translation risk the group 
borrows in local currencies as appropriate to minimise the impact of this risk on the balance sheet
closing rates 2011 2010
us dollars 15453 15471
euros 11933 11675
average rates    
us dollars 16040 15463
euros 11523 11661
foreign currency exchange rate sensitivity
the group receives approximately 42 of its revenues and incurs approximately 43 of its costs in us dollars the group 
is therefore sensitive to movements in us dollars against british pounds each 6 movement in the us dollars to british 
pounds exchange rate has circa £07 million impact on operating profits and equity offsetting this will be reductions to 
us dollars interest and us tax liabilities this analysis assumes all other variables including interest rates remain constant
the group receives approximately 10 of its revenues and incurs approximately 13 of its costs in euros each 3 
movement in the euro to british pounds exchange rate has a circa £01 million impact on operating profits offsetting this 
will be reductions to euro interest and euro tax liabilities this analysis assumes all other variables including interest rates 
remain constant
the movements in exchange rates are considered to be indicative of the historic average movements in exchange rates
the impact of movements in other exchange rates is immaterial
foreign currency financial assets and liabilities translated into british pounds at the closing rate are as follows
 
us dollars 
£’000
euros 
£’000
other 
£’000
total 
£’000
shortterm exposure        
financial assets 17280 6425 3462 27167
financial liabilities 11302 3084 2320 16706
at 31 december 2011 5978 3341 1142 10461
longterm exposure        
financial assets – – – –
financial liabilities 79493 172 10 79675
at 31 december 2011 79493 172 10 79675
shortterm exposure        
financial assets 18818 6323 3445 28586
financial liabilities 16031 3468 2093 21592
at 31 december 2010 2787 2855 1352 6994
longterm exposure        
financial assets – – – –
financial liabilities 75322 153 30 75505
at 31 december 2010 75322 153 30 75505 66 financial statements
22 pensions and other postemployment benefit plans
221 defined contribution pension schemes
the group operates a number of defined contribution pension schemes the assets of which are held externally to the 
group in separate trustee administered funds the costs of the group’s defined contribution pension schemes are 
charged to the income statement in the period in which they fall due the group had unpaid pension contributions of £nil 
2010 £38000 included within employee benefit liabilities
222 defined benefit pension and postretirement benefit schemes
the group’s principal defined benefit pension scheme and postretirement healthcare scheme is operated in the usa 
an actuarial valuation was last performed as at 31 december 2011 when revalued scheme assets are included at market 
value and scheme liabilities are measured on an actuarial basis using the net periodic benefit cost these liabilities are 
discounted at the current rate of return on a high quality corporate bond of equivalent currency and term surpluses are 
only included to the extent that they are recoverable through reduced contributions in the future or through refunds from 
the schemes
the current service cost and any past service costs are included in the income statement within operating expenses and 
the expected return on the schemes’ assets net of the impact of the unwinding of the discount on scheme liabilities is 
included within other finance income and costs actuarial gains and losses including differences between the expected 
and actual return on scheme assets are recognised net of the related deferred tax in the consolidated statement of 
comprehensive income
the pension scheme is closed to new entrants as a result the service costs to the group will rise in future years the 
expected level of contributions to the defined benefit scheme and postretirement healthcare scheme in the year to 
december 2012 is £1314000 2011 £1266000
other defined benefit pension schemes had net liabilities of £nil 2010 £230000
amounts recognised in the income statement in respect of the defined benefit pension and postretirement  
benefit schemes
 
2011 
£’000
2010 
£’000
included in operating profit    
current service cost 254 255
past service cost 256 – 
  510 255 
included in finance income and costs    
interest cost 977 1009
expected return on plan assets 848 757
  129 252
the major assumptions used by the actuary were
  2011 2010
rate of increase in salaries na na
longterm rate of inflation 30 30
rate of increase in pensions in payment 00 00
discount rate 45 55
health care cost trend
1
90–50 90–50
1 the level of healthcare contributions are capped and adopting a higher trend rate does not materially affect the liability
notes to the financial statements continued 67
company
overview
business
review
corporate
governance
financial
statements
22 pensions and other postemployment benefit plans continued
life expectancy assumptions were
   2011 2010
life expectancies for someone aged 65 in year of valuation – males  198 197
life expectancies for someone aged 65 in year of valuation – females  217 216
life expectancy at age 65 for someone aged 45 in year of valuation – males 213 212
life expectancy at age 65 for someone aged 45 in year of valuation – females 226 225
the mortality assumptions employed in determining the present value of scheme liabilities under ias 19 are in accordance 
with the underlying funding valuations and represented actuarial best practice in the relevant jurisdictions taking account 
of mortality experience and industry circumstances
amounts recognised in the consolidated statement of comprehensive income in respect of the defined benefit pension 
and postretirement benefit schemes
 
2011 
£’000
2010 
£’000
actual return on plan assets  120 1380
expected return on plan assets  848 757
experience lossgain on assets  728 623
experience loss on liabilities  2217 481
net lossgain before exchange  2945 142
foreign exchange differences  95 219
amounts recognised during the year  3040 77
gross amounts recognised in other comprehensive income 4699 117
tax on gross amounts recognised  1659 40
amounts recognised during the year 3040 77
changes in the present value of the benefit obligation were as follows
change in defined benefit obligation
2011 
£’000
2010  
£’000
defined benefit obligation at beginning of year 18866 17440
current service cost 254 255
interest cost 977 1009
plan participant contribution 50 67
actuarial loss  2217 481
benefits paid  918 901
past service cost  256 –
foreign exchange  129 515
defined benefit obligation at end of year 21831 18866
changes in the fair value of plan assets were as follows
change in plan assets 
2011 
£’000
2010  
£’000
fair value of plan assets at beginning of year 11622 9942
actual return on plan assets  120 1380
plan participant contributions  50 67
employer contributions 1191 841
benefits paid  918 901
foreign exchange 34 293
fair value of plan assets at end of year 12099 11622 68 financial statements
22 pensions and other postemployment benefit plans continued
the fair value of plan assets by asset category was as follows
plan assets by category
2011 
£’000
2010 
£’000
equity securities 2924 7414
debt securities 7965 3473
real estate 726 734
other 484 1
total 12099 11622
the expected return on plan assets was 811 2010 808
the cumulative actuarial loss recognised in the consolidated statement of comprehensive income since acquiring the 
pension obligations in april 2007 is as follows
£’000
recognised in 2007 financial year 105
recognised in 2008 financial year 3669
recognised in 2009 financial year 926
recognised in 2010 financial year 77
recognised in 2011 financial year 3040
cumulative actuarial loss recognised in the consolidated statement of comprehensive income 7817
history of scheme assets liabilities and actuarial gains and losses
2011 
£’000
2010 
£’000
2009 
£’000
2008 
£’000
2007 
£’000
fair value of plan assets at the end of the year 12099 11622 9942 8506 7245
defined benefit obligation at end of year 21831 18866 17440 15822 10503
deficit at the end of the year 9732 7244 7498 7316 3258
actual return less expected return on scheme assets 728 623 1073 2392 335
 of scheme assets 60 54 108 281 46
experience lossgain arising on scheme obligations present value 2217 481 2682 799 182
 of scheme obligations present value 102 25 154 50 17
23 share capital
number  
of shares 
‘000
ordinary 
shares of  
5p each 
£’000
as at 31 december 2010 and 31 december 2011 137287 6864
the total authorised number of ordinary shares is 180000000 2010 180000000 with a par value of 5p per share 
2010 5p per share all issued shares are fully paid
share based payments
in 2011 the group operated the 2008 share option scheme and the ltip all options over the 1413000 shares awarded 
under the 2008 share option scheme lapsed on 23 march 2011 the nil cost options awarded under the ltip were  
valued using a probability model to predict eps levels the charge to the income statement in 2011 was £172000  
2010 £63000
notes to the financial statements continued 69
company
overview
business
review
corporate
governance
financial
statements
23 share capital continued
ltip
conditional annual awards of shares are granted under the ltip to certain executive directors and senior managers at  
the discretion of the remuneration committee provided the participant remains an employee of the group and the 
performance conditions are met awards will vest three years after the date of the grant at no cost to the employee the 
percentage of shares that will actually vest is dependent upon the group’s earnings per share growth over a three year 
measurement period ending 31 december 2013 further information on the ltip and the performance conditions is  
given in the remuneration report
the fair value of the awards granted under the ltip and the assumptions used in the calculation of the share based 
payment charge are as follows
ltip ltip
valuation model probability model to predict eps levels probability model to predict eps levels
date of grant 11 december 2010   29 july 2011   
number granted 1413000   699000    
share price at date of award 107 pence   123 pence    
fair value pence 34 pence   35 pence    
exercise price pence nil pence   nil pence    
expected life of award 3 years   3 years    
vesting conditions continuous service and cumulative underlying 
eps over 3 years 2011 to 2013 in range of 38  
to 47 pence
continuous service and cumulative underlying 
eps over 3 years 2011 to 2013 in range of 41  
to 50 pence
movements in the number of outstanding conditional awards of shares are as follows
 
2011 
number  
of shares 
‘000
2010 
number  
of shares 
‘000
at 1 january 1413 –
granted 699 1413
lapsed 90 –
31 december 2022 1413
24 dividends
2011 
£’000
2010 
£’000
amounts recognised as distributions to equity holders in the period    
final dividend for the year ended 31 december 2010 of 2p per share 2596 –
amounts not recognised in the financial statements    
proposed final dividend for the year ended 31 december 2011 of 35p per share 4544 –
the proposed final dividend is subject to approval by the shareholders at the annual general meeting and has not been 
included as a liability in these financial statements 70 financial statements
25 acquisition of subsidiary
on 20 december 2011 the group acquired 100 per cent of the issued share capital of overland products company inc 
obtaining control of overland products company inc overland products company inc is based in fremont nebraska 
and supplies an extensive range of stampings for a wide range of applications mainly for the fenestration market which 
provides the group with access to new markets and customers
recognised amounts of identifiable assets and liabilities acquired
 
book value 
£’000
fair value 
£’000
property plant and equipment 57 704
intangible assets – 4094
inventories 1382 1220
trade and other receivables 479 447
trade and other payables 427 443
loan borrowings 85 85
deferred taxation – 1954
total identifiable assets   7891
goodwill arising on acquisition   2389
total consideration   10280
satisfied by
  £’000
cash 10280
the fair value of the financial assets includes trade and other receivables with a fair value of £447000 and a gross 
contractual value of £479000 the best estimate at the acquisition date of the contractual cash flows not recoverable 
is £32000
the group incurred acquisition related costs of £282000 for professional fees paid for due diligence other general 
professional fees and legal advice these costs have been included in exceptional costs in the group’s consolidated 
income statement
had the acquisition of overland products company inc been completed on the first day of the financial year an 
additional £66 million of revenue and £10 million of profit before taxation would have been contributed to the group
fair values remain provisional in relation to this acquisition and the group will complete this review in 2012  
any adjustment to the carrying value is unlikely to be significant to the individual acquisition
the estimated value of intangibles including goodwill deductible for tax purposes is 13037000
26 adjustments to cash flows from operating activities
the following noncash and financing adjustments have been made to profit before tax for the year to arrive at operating 
cash flow
 
2011 
£’000
2010 
£’000
net finance costs 9642 11996
depreciation 5303 6493
amortisation 10566 11749
intangible and noncurrent assets written off 314 76
noncash adjustments 338 289
share based payments 172 63
  26335 30666
notes to the financial statements continued 71
company
overview
business
review
corporate
governance
financial
statements
27 contingent liabilities
 
2011 
£’000
2010 
£’000
financial guarantees – 983
performance bonds 145 9
  145 992
the performance bonds relate to guarantees provided by the bank on which no losses are anticipated these performance 
bonds extend to july 2013
the 2010 financial guarantees principally related to letters of credit provided by banks in respect of workers’ 
compensation claims on which no losses were anticipated the financial guarantees expired in the 2011 year
28 financial commitments
the group has entered into commercial leases on certain properties there are no restrictions placed upon the lessee  
by entering into these leases
the present value of future minimum rentals payable under noncancellable operating leases are as follows
land and buildings
    
2011 
£’000
2010 
£’000
not later than one year   3208 3422
after one year but less than five years 13120 12717
over five years   7144 7106
other
    
2011 
£’000
2010 
£’000
not later than one year   309 410
after one year but less than five years 431 537
over five years   9 62 72 financial statements
29 investments in subsidiaries
details of the principal subsidiaries of the group all of which are wholly owned are as follows
subsidiary company
country of 
incorporation nature of business
octroi group limited uk investment company
lupus capital management limited uk management services
schlegel acquisition holdings limited uk holding company
schlegel uk 2006 limited
1
uk building products
schlegel systems inc usa building products
schlegel australia pty limited
1
australia building products
schlegel gmbh germany building products
schlegel belgium bvba
1
belgium building products
schlegel srl
1
italy building products
schlegel taliana sl
1
spain building products
jasper acquisition holdings limited uk holding company
jasper acquisition limited
1
uk holding company
amesbury acquisition holdings no 2 inc
1
usa holding company
amesbury holdings limited
1
uk holding company
amesbury industries inc
1
usa building products
amesbury financial holdings llc
1
usa holding company
lupus investments
1
uk investment company
amesbury door hardware inc sd
1
usa building products
amesbury group inc
1
usa holding company
amesbury group plastic profiles inc
1
usa building products
bandlock corporation inc
1
usa building products
balance systems inc
1
usa building products
fastek products inc
1
usa building products
overland products inc
1
usa building products
grouphomesafe limited
1
uk holding company
balance uk limited
1
uk building products
era products limited
1
uk building products
ews manufacturing limited
1
uk building products
linear limited
1
uk building products
securidor holdings limited
1
uk building products
ventrolla limited
1
uk building products
1 held by a subsidiary
30 related party transactions
the following transactions were carried out with related parties of lupus capital plc
subsidiaries
transactions between the company and its subsidiaries which are related parties are eliminated on consolidation there 
were no transactions between the company and its subsidiaries apart from intercompany loans
key management compensation
compensation for directors who have the sole responsibility for planning directing and controlling the group is disclosed 
in note 6
full details of individual directors’ remuneration are given in the remuneration report on pages 27 to 33
notes to the financial statements continued 73
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31 postbalance sheet events
disposal
on 13 march 2012 lupus capital plc entered into an unconditional agreement to sell the group’s oil services division 
gall thomson to copper bidco limited a company controlled by phoenix equity partners for a total cash consideration 
of approximately £75 million subject to certain postcompletion adjustments relating to the amounts of cash and net 
working capital held in the gall thomson group at the date of disposal 
approximately £30 million of the disposal proceeds will be applied in permanent pay down of the group’s debt facilities 
offsetting future scheduled repayments approximately £2 million of the disposal proceeds will be spent on fees and 
expenses relating to the disposal the disposal will lead to an accounting profit on disposal of approximately £53 million 
which will be recognised in the 2012 financial statements 
the cash consideration payable for gall thomson represents an exit multiple of 39x gall thomson’s 2011 sales and 74x 
2011 ebitda the board believes that the valuation placed on gall thomson recognises the high quality of the oil service 
businesses and that following the disposal lupus’s focus of resources on the building products division will be in the best 
interest of lupus shareholders as a whole 
onerous lease
on 2 march 2012 the group concluded an agreement with a third party to assign the lease and exit unit a the remaining 
property on the peterlee site this will result in savings of £21 million in cash costs of rent rates utilities and services over 
the next six years to march 2018 and the release to the income statement in 2012 of £19 million of provisions which will 
increase profit after tax by approximately £14 million 74 financial statements
independent auditor’s report to the members of  
lupus capital plc
we have audited the parent company financial statements of lupus capital plc for the year ended 31 december 2011 
which comprise the parent company balance sheet and the related notes the financial reporting framework that has 
been applied in their preparation is applicable law and united kingdom accounting standards united kingdom generally 
accepted accounting practice
this report is made solely to the company’s members as a body in accordance with chapter 3 of part 16 of the 
companies act 2006 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
as explained more fully in the directors’ responsibilities statement the directors are responsible for the preparation of the 
parent company financial statements and for being satisfied that they give a true and fair view our responsibility is to audit 
and express an opinion on the parent company financial statements in accordance with applicable law and international 
standards on auditing uk and ireland those standards require us to comply with the auditing practices board’s apb’s 
ethical standards for auditors
scope of the audit of the financial statements
a description of the scope of an audit of financial statements is provided on the apb’s website at  
wwwfrcorgukapbscopeprivatecfm
opinion on financial statements
in our opinion the parent company financial statements
• 	 give a true and fair view of the state of the company’s affairs as at 31 december 2011
• 	 have been properly prepared in accordance with united kingdom generally accepted accounting practice and
• 	 have been prepared in accordance with the requirements of the companies act 2006
opinion on other matter prescribed by the companies act 2006
in our opinion the information given in the directors’ report for the financial year for which the financial statements are 
prepared is consistent with the parent company financial statements
matters on which we are required to report by exception
we have nothing to report in respect of the following matters where the companies act 2006 requires us to report to you 
if in our opinion
• 	 adequate accounting records have not been kept by the parent company or returns adequate for our audit have not 
been received from branches not visited by us or
• 	 the parent company financial statements are not in agreement with the accounting records and returns or
• 	 certain disclosures of directors’ remuneration specified by law are not made or
• 	 we have not received all the information and explanations we require for our audit
other matters
we have reported separately on the group financial statements of lupus capital plc for the year ended 31 december 2011
steve maslin
senior statutory auditor
for and on behalf of grant thornton uk llp 
statutory auditor chartered accountants 
london 
20 april 2012 75
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company balance sheet
as at 31 december 2011
     note
2011 
£’000
2010 
£’000
fixed assets       
investment in subsidiaries  4 192453 192453
  192453 192453
current assets      
debtors 5 9835 7048
cash at bank and in hand    16456 19889
  26291 26937
creditors amounts falling due within one year  6 5956 5288
net current assets      20335 21649
total assets less current liabilities   212788 214102
creditors amounts falling due after one year   6 7876 7876
net assets     204912 206226
capital and reserves        
called up share capital   8 6864 6864
share premium   8 101 101
other reserves    8 8920 8920
treasury reserve    8 7014 6764
retained earnings   8 196041 197105
shareholders’ funds   204912 206226
the financial statements were approved by the board on 20 april 2012
louis eperjesi
chief executive officer
james brotherton
chief financial officer 76 financial statements
notes to the company financial statements
1 accounting policies
going concern
the financial statements have been prepared on the going concern basis which assumes that the group will have 
sufficient funds to continue in operational existence for the foreseeable future
as the group forecasts that it will be able to meet its debt facility interest and repayment obligations in 2011 and that 
trading will be at least flat in comparison to 2010 the group has assumed that the going concern basis of preparation of 
these financial statements is appropriate
accounting convention
the separate financial statements of the company are presented as required by the companies act 2006 as permitted by 
that act the financial statements have been prepared in accordance with applicable uk accounting standards uk gaap
the separate financial statements have been prepared using the historical cost convention all other accounting policies 
remain unchanged from those used in the last annual accounts
operating leases
rentals payable under operating leases are charged to profit and loss on a straightline basis over the lease term
investments
investments in subsidiaries are stated at cost less any permanent diminution of value
financial instruments
financial assets and liabilities are recognised on the company’s balance sheet when the company becomes a party to the 
contractual provisions of the instrument
trade debtors are stated at their nominal value as reduced by appropriate allowances for estimated recoverable amounts
trade creditors are stated at their nominal amount
borrowings
interest bearing loans and overdrafts are recorded at the proceeds received all borrowing costs are expensed as incurred 
on an accruals basis to the company profit and loss account using the effective interest rate method
share based payments
the company has applied the requirements of frs 20 share based payments the company issues equitysettled  
share based payments to certain employees equitysettled share based payments are measured at fair value at the  
date of grant
the fair value of the employee services received in exchange for the grant of options is expensed on a straightline basis 
over the vesting period based on the group’s estimate of shares that will eventually vest
the total amount to be expensed over the vesting period is determined by reference to the fair value of the options 
granted excluding the impact of any nonmarket vesting conditions nonmarket vesting conditions are included in 
assumptions about the number of options that are expected to vest at each balance sheet date the entity revises its 
estimates of the number of options that are expected to vest with any changes in estimate recognised in the income 
statement with a corresponding adjustment in equity the fair value of awards granted under ltip is measured using  
a probability model to predict eps levels
the proceeds received net of any directly attributable transaction costs are credited to share capital nominal value and 
share premium when the options are exercised
2 profit attributable to the shareholders of the company
the company is an investment holding company it receives dividend income from subsidiaries and bank interest it pays 
loan interest to a subsidiary almost all administrative expenses are paid by the company’s subsidiary lupus capital 
management limited including the whole amount of relevant auditor’s remuneration and operating lease costs
as permitted by section 408 of the companies act 2006 the company has elected not to present its own profit and 
loss account for the year the company reported profit for the financial year ended 31 december 2011 of £1360000 
2010 £8677000 77
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3 employees
other than the directors there were no employees of the company during the year 2010 nil directors’ emoluments are 
set out in the directors’ remuneration report in the group’s accounts
4 investment in subsidiaries
£’000
cost     
at 1 january 2010    185764
subscription of shares    7300
at 31 december 2010 and 31 december 2011 193064
impairment     
at 1 january and 31 december 2010 611
charge for the year    –
at 31 december 2011    611
net book value     
at 31 december 2010 and 31 december 2011 192453
the 2010 subscription of shares relates to two subscriptions of shares in lupus capital management limited and jasper 
acquisition holdings limited of £5000000 and £2300000 respectively
details of the principal subsidiaries of the company all of which are wholly owned are as follows
principal subsidiary
country of  
incorporation nature of business
gall thomson environmental limited uk oil services
jasper acquisition holdings limited uk holding company
lupus capital management limited uk management services
octroi group limited uk investment company
schlegel acquisition holdings limited uk holding company
5 debtors
 
2011 
£’000
2010 
£’000
amounts falling due within one year    
amounts owed by group undertakings 9835 7048
the amounts due from subsidiary undertakings are repayable on demand but are unlikely to be repaid within one year
6 creditors
    
2011 
£’000
2010 
£’000
amounts falling due within one year    
amounts owed to group undertakings 5484 4826
corporation tax 472 462
     5956 5288
amounts falling due after one year    
loan notes to group undertakings 7876 7876
     7876 7876
the loan note is between the company and octroi group limited a subsidiary and interest is charged at a fixed rate of 
2 per cent per annum payable half yearly in arrears
7 share capital
the share capital of the company is as set out in note 23 of the group accounts 78 financial statements
8 reconciliation of movements in shareholders’ funds
       
  share 
capital  
£’000
share 
premium 
account 
£’000
  other 
reserves 
£’000
  treasury 
reserve 
£’000
profit  loss 
account 
£’000
    total 
£’000
at 1 january 2010 6864 101 8920 6764 188365 197486
shares issued net of costs – – – – – –
profit for the year – – – – 8677 8677
share based payments – – – – 63 63
at 31 december 2010 6864 101 8920 6764 197105 206226
purchase of treasury shares – – – 250 – 250
dividends paid – – – – 2596 2596
profit for the year – – – – 1360 1360
share based payments – – – – 172 172
at 31 december 2011 6864 101 8920 7014 196041 204912
details of share based payments are provided in note 23 of the group accounts
9 financial commitments
at 31 december 2011 the company had future annual lease commitments under noncancellable operating leases as 
stated below these commitments were met on the company’s behalf by lupus capital management limited
land and buildings
 
 
2011 
£’000
2010 
£’000
expiry date    
within one year 113 14
after one year but less than five years 226 –
10 related party transactions
during the year the company had the following transactions and balances with related parties
    
2011 
£’000
2010 
£’000
transactions       
interest paid to subsidiaries 158 158
balances       
amounts owed by group undertakings 9835 7048
amounts owed to group undertakings 5484 4826
loan notes to group undertakings 7876 7876
11 postbalance sheet events
on 13 march 2012 lupus capital plc entered into an unconditional agreement to sell the group’s oil services division 
gall thomson to copper bidco limited a company controlled by phoenix equity partners for a total cash consideration 
of approximately £75 million subject to certain postcompletion adjustments relating to the amounts of cash and net 
working capital held in the gall thomson group at the date of disposal 
approximately £30 million of the disposal proceeds will be applied in permanent pay down of the group’s debt facilities 
offsetting future scheduled repayments approximately £2 million of the disposal proceeds will be spent on fees and 
expenses relating to the disposal the disposal will lead to an accounting profit on disposal of approximately £53 million 
which will be recognised in the 2012 financial statements 
the cash consideration payable for gall thomson represents an exit multiple of 39x gall thomson’s 2011 sales and 74x 
2011 ebitda the board believes that the valuation placed on gall thomson recognises the high quality of the oil service 
businesses and that following the disposal lupus’s focus of resources on the building products division will be in the best 
interest of lupus shareholders as a whole 
notes to the company financial statements continued 79
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advisers
registered office
65 buckingham gate
london sw1e 6as
website
wwwlupuscapitalcouk
auditors
grant thornton uk llp
grant thornton house
melton street
london nw1 2ep
registrar
capita registrars limited
the registry
34 beckenham road
beckenham
kent br3 4tu
nominated adviser and broker
canaccord genuity limited
88 wood street
london ec1v 7qr
definitions
• 	 where appropriate “underlying” is defined as before amortisation of intangible assets deferred tax on amortisation of 
intangible assets exceptional items unwinding of discount on provisions amortisation of borrowing costs and the 
associated tax effect
• 	 “underlying net debt“ is defined as interest bearing loans and borrowings net of cash and cash equivalents plus 
unamortised borrowing costs added back
• 	 “operating cash conversion” is defined as net cash inflow from operating activities before income tax paid and after 
payments to acquire property plant and equipment divided by underlying operating profit
• 	 “dropthrough margin” is defined as incremental underlying operating profit as a percentage of incremental sales
roundings
 
• 	 percentage increasedecrease numbers have been calculated using figures rounded to the nearest thousand from the 
financial statements which may lead to small differences in some figures and percentages quoted
exchange rates
closing rates 2011 2010
us dollars 15453 15471
euros 11933 11675
average rates    
us dollars 16040 15463
euros 11523 11661 80 financial statements
notice of annual general meeting 
notice is hereby given that the annual general meeting of lupus capital plc company number 2806007 will be held  
at the offices of college hill the registry royal mint court london ec3n 4qn on 25 may 2012 at 1030 am for the 
following purposes 
ordinary resolutions 
to consider and if thought fit approve the following ordinary resolutions 
1 to receive and adopt the audited financial statements for the financial year ended 31 december 2011 together  
with the reports of the directors and auditors 
2 to declare a final dividend of 350p per ordinary share for the financial year ended 31 december 2011 
3 to reelect mr pike 
4 to reelect mr eperjesi 
5 to reelect mr brotherton
6 to reelect mr tench 
7 to reelect mr towers 
8 to appoint pricewaterhousecoopers llp as independent auditors of the company to hold office until the conclusion 
of the next annual general meeting 
9 to authorise the directors to set the remuneration of the independent auditors 
10 to approve the directors’ remuneration report for the financial year ended 31 december 2011 
11 that the directors be and are hereby generally and unconditionally authorised in substitution for all existing 
authorities to exercise all powers of the company in accordance with section 551 of the companies act 2006 to allot 
shares in the company and to grant rights to subscribe for or convert any security into shares in the company up to an 
aggregate nominal amount of £216401330 being onethird of the issued share capital excluding treasury shares of 
the company as at the date of the notice of this meeting such authority shall expire on 1 july 2017 unless previously 
revoked or varied by the company in general meeting save that the company may before such expiry make an offer 
or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into 
shares to be granted after the authority ends and the directors may allot shares or grant rights to subscribe for or 
convert securities into shares under any such offer or agreement as if this authority had not ended 
special resolutions 
to consider and if thought fit approve the following special resolutions 
12 that the directors be and are hereby empowered pursuant to section 570 of the companies act 2006 the “act” to 
allot equity securities within the meaning of section 560 of the act for cash andor sell equity securities held as 
treasury shares pursuant to section 570 of the act as if section 5611 of the act did not apply to any such allotment 
provided that this power shall be limited to 
a  the allotment of equity securities in connection with a rights issue open offer or any other preemptive offer  
in favour of ordinary shareholders excluding any shareholder holding shares as treasury shares and in favour  
of holders excluding any holder holding shares as treasury shares of any other class of equity security in 
accordance with the rights attached to such class where the equity securities respectively attributable to the 
interests of such persons on a fixed record date are proportionate as nearly may be to the respective numbers 
of equity securities held by them or are otherwise allotted in accordance with the rights attaching to such equity 
securities subject in either case to such exclusions or other arrangements as the directors may deem necessary 
or expedient to deal with fractional entitlements or legal or practical problems arising in any overseas territory 
the requirements of any regulatory body or stock exchange or any other matter whatsoever and 
b  the allotment of otherwise than pursuant to 12a above of equity securities andor sale of equity securities held 
as treasury shares up to an aggregate nominal value of £34321870 being 5 of the issued share capital as at the 
date of the notice of this meeting 
and shall expire on the close of the annual general meeting of the company in 2013 save that the company may 
make an offer or agreement before such expiry which would or might require equity securities to be allotted after 
such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as if the power 
conferred thereby had not expired 81
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13  that the company be generally and unconditionally authorised to make market purchases within the meaning of 
section 693 4 of the companies act 2006 of ordinary shares of 5 pence nominal value of the company provided that 
a  the maximum number of ordinary shares of 5 pence nominal value hereby authorised to be purchased is 
19463135 being 1499 of the company’s voting ordinary shares in issue excluding treasury shares at the date 
of this meeting 
b  the minimum price exclusive of any expenses which may be paid for an ordinary share is 5 pence 
c  the maximum price exclusive of any expenses which may be paid for any such share is an amount equal to 105 
of the average of the middle market quotations for an ordinary share taken from the london stock exchange 
daily official list for the five business days immediately preceding the date on which such share is contracted to 
be purchased
d  any ordinary shares purchased pursuant to this authority shall be cancelled or if the directors so determine held 
as treasury shares 
e the authority hereby confirmed shall expire on the close of the annual general meeting in 2013 and 
f  the company may make a contract for the purchase of ordinary shares under this authority before the expiry of 
this authority which would or might be executed wholly or partly after the expiry of such authority and may make 
purchases of ordinary shares in pursuance of such a contract as if such authority had not expired
 
14  that the articles of association of the company be amended by adding the following as article 133  
 
name 
the company may change its name by resolution of the board
by order of the board 
kevin o’connell  registered office
company secretary  65 buckingham gate
20 april 2012  london sw1e 6as
notes 
website address 
1 information regarding the meeting is available from wwwlupuscapitalcouk
entitlement to attend and vote 
2 only those holders of ordinary shares registered on the company’s register of members at 600 pm on 23 may 2012 or if this meeting is adjourned at 600 pm 
on the day two days prior to the adjourned meeting shall be entitled to attend and vote at the meeting 
appointment of proxies 
3 members entitled to attend speak and vote at the meeting in accordance with note 2 above are entitled to appoint one or more proxies to attend speak and 
vote in their place if you wish to appoint a proxy please use the form of proxy enclosed with this document or follow the instructions at note 7 below if you wish 
to appoint a proxy through the crest electronic proxy appointment service in the case of joint members only one need sign the form of proxy the vote of the 
senior joint member will be accepted to the exclusion of the votes of the other joint members for this purpose seniority will be determined by the order in 
which the names of the members appear in the register of members in respect of the joint shareholding the completion and return of the form of proxy will not 
stop you attending and voting in person at the meeting should you wish to do so a proxy need not be a member of the company you may appoint more than 
one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you if you choose to appoint multiple proxies 
use a separate copy of this form which you may photocopy for each proxy and indicate after the proxy’s name the number of shares in relation to which they 
are authorised to act which in aggregate should not exceed the number of ordinary shares held by you please also indicate if the proxy instruction is one of 
multiple instructions being given all forms must be signed and returned in the same envelope 
4 you can appoint the chairman of the meeting or any other person as your proxy if you wish to appoint someone other than the chairman cross out the words 
“the chairman of the meeting” on the form of proxy and insert the full name of your appointee 
5 you can instruct your proxy how to vote on each resolution by ticking the “for” and “against” boxes as appropriate or entering the number of shares which you 
are entitled to vote if you wish to abstain from voting on any resolution please tick the box which is marked “vote withheld” it should be noted that a vote 
withheld is not a vote in law and will not be counted in the calculation of the proportion of votes “for” and “against” a resolution if you do not indicate on the 
form of proxy how your proxy should vote heshe can exercise hisher discretion as to whether and if how so how heshe votes on each resolution as heshe 
will do in respect of any other business including amendments to resolutions which may properly be conducted at the meeting 
a company incorporated in england and wales or northern ireland should execute the form of proxy under its common seal or otherwise in accordance with 
section 44 of the companies act 2006 or by signature on its behalf by a duly authorised officer or attorney whose power of attorney or other authority should be 
enclosed with the form of proxy  82 financial statements
appointment of proxy using hard copy form 
6 the form of proxy and any power of attorney or a notarially certified copy or office copy thereof  under which it is executed must be received by capita 
registrars pxs the registry 34 beckenham road beckenham kent br3 4tu at 1030 am on 23 may 2012 in respect of the meeting 
 any forms of proxy received before such time will be deemed to have been received at such time in the case of an adjournment the form of proxy must be 
received by capita registrars no later than 48 hours before the rescheduled meeting 
on completing the form of proxy sign it and return it to capita registrars at the address shown on the reverse of the form of proxy as postage has been 
prepaid no stamp is required you may if you prefer return the form of proxy in a sealed envelope to the address shown above 
appointment of proxies through crest 
7 crest members who wish to appoint a proxy or proxies through the crest electronic proxy appointment service may do so for the meeting to be held on the 
above date and any adjournments thereof by using the procedures described in the crest manual crest personal members or other crest sponsored 
members and those crest members who have appointed a voting service providers should refer to their crest sponsor or voting service providers who will 
be able to take the appropriate action on their behalf
in order for a proxy appointment or instruction made using the crest service to be valid the appropriate crest message a “crest proxy instruction” must be 
properly authenticated in accordance with euroclear uk  ireland limited’s specifications and must contain the information required for such instructions as 
described in the crest manual the message regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a 
previously appointed proxy must in order to be valid be transmitted so as to be received by the company’s agent id ra10 by the latest times for receipt of 
proxy appointments specified in the notice of meeting for this purpose the time of receipt will be taken to be the time as determined by the timestamp applied 
to the message by the crest applications host from which the company’s agent is able to retrieve the message by enquiry to crest in the manner prescribed 
by crest after this time any change of instructions to proxies appointees through crest should be communicated to the appointee through other means 
crest members and where applicable their crest sponsors or voting service providers should note that euroclear uk  ireland limited does not make available 
special procedures in crest for any particular messages normal system timings and limitations will therefore apply in relation to the input of crest proxy 
instructions it is the responsibility of the crest member concerned to take or if the crest member is a crest personal member or sponsored member or has 
appointed a voting service providers to procure that his crest sponsor or voting service providers takes such action as shall be necessary to ensure that a 
message is transmitted by means of the crest system by any particular time in this connection crest members and where applicable their crest sponsors or 
voting service providers are referred in particular to those sections of the crest manual concerning practical limitations of the crest system and timings 
the company may treat as invalid a crest proxy instruction in the circumstances set out in regulation 355a of the uncertificated securities regulations 2001 
all messages relating to the appointment of a proxy or an instruction to a previously appointed proxy which are to be transmitted through crest must be 
lodged at 1030 am on 23 may 2012 in respect of the meeting any such messages received before such time will be deemed to have been received at such time 
in the case of an adjournment all messages must be lodged with capita registrars no later than 48 hours before the rescheduled meeting 
termination of proxy appointments 
8 in order to revoke a proxy instruction you will need to inform the company please send a signed hard copy notice clearly stating your intention to revoke your 
proxy appointment to capita registrars pxs the registry 34 beckenham road beckenham kent br3 4tu 
in the case of a member which is a company the revocation notice must be executed under its common seal or otherwise in accordance with section 44 of the 
companies act 2006 or by signature on its behalf by an officer or attorney whose power of attorney or other authority should be included with the revocation notice 
if you attempt to revoke your proxy appointment but the revocation is received after the time specified in note 2 above then subject to the paragraph directly 
below your proxy will remain valid 
if you submit more than one valid proxy appointment in respect of the same ordinary shares the appointment received last before the latest time for receipt of 
proxies will take precedence 
completion of a form of proxy will not preclude a member from attending and voting in person if you have appointed a proxy and attend the meeting in person 
your proxy appointment will be automatically terminated 
issued shares and total voting rights 
9 the total number of shares in issue in the company is 137287481 ordinary shares of 5p each of these 7446683 are held in treasury therefore the total number 
of ordinary shares with voting rights is 129840798 on a vote by a show of hands every holder of ordinary shares who being an individual is present by a 
person by proxy or being a corporation is present by a duly authorised representative not being himself a member shall have one vote on a poll every holder 
of ordinary shares who is present in person or by proxy shall have one vote for every ordinary share held by him 
communication 
10 except as provided above members who have general queries about the meeting should use the following means of communication no other methods  
of communication will be accepted 
• 	 calling capita registrar’s shareholder helpline lines are open from 900 am to 530 pm monday to friday excluding public holidays 
i from uk 0871 664 0300 calls cost 10p per minute plus network extras 
ii from overseas 44 208 639 3399 calls from outside the uk are charged at applicable international rates or
• 	 in writing to capita registrars
 you may not use any electronic address provided either 
• 	 in this notice of meeting or 
• 	 any related documents including the form of proxy for this meeting 
to communicate with the company for any purposes other than those expressly stated
notice of annual general meeting continued 83
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the dividend reinvestment plan
the dividend reinvestment plan “the plan” is a convenient and easy way to build up your shareholding by using your cash 
dividends to buy more shares in the company
 
benefits of participation
• 	 increase your ordinary shareholding over the longterm at competitive dealing commission rates generally lower than 
available through retail brokers
• 	 compounding effect of increasing holding and dividend payments
• 	 plan provider is authorised and regulated by the financial services authority
• 	 an alternative for overseas shareholders who may have difficulty cashing british pound dividend cheques due to high 
bank charges subject to you having the minimum cash dividend amount and living in a country that permits you to 
participate in the plan please see the website wwwcapitashareportalcom for the detailed conditions
features
• 	 purchase additional shares in the company using your cash dividend
• 	 on the dividend payment date we instruct a broker to buy shares in the market at the prevailing market price you will 
therefore not know the share price when you sign up to the plan
• 	 the commission is 1 of the purchase price of the shares with a minimum of £250 this is exclusive of stamp duty 
reserve tax at 05 of the deal value if applicable costs are deducted at source before the new shares are purchased 
due to the minimum charge the plan may not be cost effective for all participants
• 	 you will receive a tax voucher share certificate and transaction advice following the reinvestment of your dividend
• 	 you may withdraw from the plan at any time
• 	 the value of the shares and any income from them can go down as well as up
how to apply
for information on the detailed conditions of the plan and how to apply please call the capita irg trustees ltd helpline 
on 0871 664 0381 calls to this number cost 10p per minute plus any network extras lines are open from 0900 am to 
530 pm monday to friday excluding public holidays or if calling from overseas 44 20 8639 3402 
email us at sharescapitaregistrarscom or log on to wwwcapitashareportalcom or wwwcapitaregistrarscom
this is not a recommendation to purchase shares if you are in any doubt as to the action you should take you are 
recommended to seek advice from your stockbroker bank manager solicitor accountant or other appropriate adviser 
who is authorised pursuant to the financial services and markets act 2000 “fsma” if you are in the united kingdom  
or from an appropriately authorised or recognised adviser should you be resident elsewhere 84 financial statements
notes 85
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notes iwe                                                                                                                               
of                                                                                                                                  
block capitals please
being a members of lupus capital plc appoint the chairman of the meeting 
or see notes 1 and 2  

of                                                                                                                                  
as myour proxy to attend and vote for meus and on myour behalf at the annual general meeting of the company to be  
held at the offices of college hill the registry royal mint court london ec3n 4qn on 25 may 2012 at 1030 am and at any 
adjournment thereof 
please indicate with an x in the spaces provided how you wish your votes to be cast on the resolutions specified
resolution for against
vote 
withheld
1 to receive and adopt the audited financial statements for the year ended  
31 december 2011
2 to declare a dividend of 350p per ordinary share 
3 to reelect mr pike as a director
4 to reelect mr eperjesi as a director
5 to reelect mr brotherton as a director
6 to reelect mr tench as a director
7 to reelect mr towers as a director
8 to appoint pricewaterhousecoopers llp as independent auditors to the company 
9 to authorise the directors to set the auditors’ remuneration
10 to approve the directors’ remuneration report
11 to authorise the directors to allot securities up to an aggregate nominal amount  
of £216401330 
12 to authorise the directors to allot securities free from preemption rights subject  
to certain specified limitations
13 to authorise the company to purchase its own shares
14 to amend the company’s articles of association
subject to any voting instructions so given the proxy will vote or may abstain from voting on any resolution as he may think fit
signature  dated this  day of  2012
form of proxy
notes
1 a member of the company entitled to attend and vote at the annual general meeting 
is also entitled to appoint a proxy or proxies to attend speak and vote instead of him  
a member may appoint more than one proxy in relation to the meeting provided that 
each proxy is appointed to exercise the rights attached to a different share or shares 
held by that member a proxy need not be a member of the company appointment 
of a proxy will not preclude a member from attending and voting in person at  
the meeting
2 if you so desire you may delete the words “chairman of the meeting” and insert the 
name of your own choice of proxy who need not be a member of the company 
please initial such alteration if the proxy is being appointed in relation to less than 
your full voting entitlement please enter in the box marked “” next to the name of the 
proxy you are appointing the number of shares in relation to which they are authorised 
to act as your proxy if left blank your proxy will be deemed to be authorised in respect 
of your full voting entitlement or if this proxy form has been issued in respect of a 
designated account for a shareholder the full voting entitlement for that designated 
account
3 the proxy form must be lodged at the company’s uk registration agent capita 
registrars proxies the registry 34 beckenham road beckenham kent br3 4tu 
not less than 48 hours before the time fixed for the meeting in default the proxy 
cannot be treated as valid 
4 alternatively in the case of crest members voting may be effected by using the 
crest electronic proxy appointment service crest members who wish to utilise the 
crest service may do so by following the procedures described in the crest 
manual crest personal members or other crest sponsored members and those 
crest members who have appointed a voting service provider should refer to their 
crest sponsor or voting service provider who will be able to take the appropriate 
action on their behalf in order for a proxy appointment made by means of crest to 
be valid the appropriate crest message must be transmitted so as to be received by 
the company’s agent capita registrars whose crest id is ra10 by the specified 
latest time for receipt of proxy appointments for this purpose the time of receipt will 
be taken to be the time as determined by the timestamp applied to the message by 
the crest applications host from which the company’s agent is able to retrieve the 
message by enquiry to crest in the manner prescribed 
5 a corporation must execute the proxy under its common seal or under the hand of an 
officer or attorney duly authorised 
6 if this proxy form is executed under a power of attorney or other authority such 
power of attorney or other authority or a notarially certified copy thereof must be 
lodged with the registrars with the proxy form 
7 in the case of joint holders the vote of the senior shall be accepted to the exclusion of 
the other joint holders seniority being determined by the order in which the names 
stand in the register in respect of the joint holding
8 you can instruct your proxy how to vote on each resolution by ticking the “for”  
and “against” boxes as appropriate or entering the number of shares which you are 
entitled to vote if you wish to abstain from voting on any resolution please tick the 
box which is marked “vote withheld” it should be noted that a vote withheld is not  
a vote in law and will not be counted in the calculation of the proportion of votes  
“for” and “against” a resolution if you do not indicate on the form of proxy how your 
proxy should vote heshe can exercise hisher discretion as to whether and if how  
so how heshe votes on each resolution as heshe will do in respect of any other 
business including amendments to resolutions which may properly be conducted  
at the meeting 88 financial statements  lupus capital annual report  accounts 2011
65 buckingham gate
london sw1e 6as
44 020 7976 8000
wwwlupuscapitalcouk


Summary:
 01
company
overview
business
review
corporate
governance
financial
statements
highlights
  disposal of gall thomson leads to the creation 
of a focused building products group
  the disposal reduces leverage at 31 december 
2011 from 224x to 07x net debt ebitda
1
  underlying earnings per share from continuing 
operations increased by 3 per cent to 904 pence 
2010 878 pence
  dividend increased by 75 per cent to 35 pence 
per share 2010 20 pence
  refinancing to march 2016 gives the group 
financial flexibility and improved interest profile
  overland products acquisition in the us
sales
2
£2304m
2010 £2525m 
9
underlying eps
2
904p
2010 878p 
3
leverage
1
07x
2010 24x
underlying 
operating profit
2
224m
2010 £261m 14
dividend per share
350p
2010 200p
75
underlying net debt
1
£230m
2010 £947m
1  these figures are pro forma figures following the disposal of gall thomson
2 all continuing operations