TIDMAPI 
 
Press Release   29 May 2012 
 
 
 
                                 API Group plc 
 
                             ("API" or the "Group") 
 
                                 Final Results 
 
API  Group  plc  (AIM:API),  a  leading  manufacturer  of  specialist  foils and 
packaging  materials, announces  its final  results for  the year ended 31 March 
2012. 
 
Financial Highlights 
 
  *   14% growth in revenues to  GBP113.9m (2011:  GBP100.0m) 
 
  *   Operating profits advanced by 32% to  GBP6.9m (2011:  GBP5.2m) 
 
  *   Improved results at Holographics (+ GBP1.0m), Foils Americas (+ GBP0.9m) and 
      Laminates (+ GBP0.5m).  Profits at Foils Europe declined by  GBP0.5m 
 
  *   Profit before tax increased by 77% to  GBP5.1m (2011:  GBP2.9m) 
 
  *   Basic earnings per share of 6.7 pence (2011: 3.5 pence) 
 
  *   IAS 19 pension deficit (net of deferred tax) down by  GBP0.7m to  GBP6.5m 
 
  *   Cash flow from operating activities  GBP8.7m (2011:  GBP8.5m) 
 
  *   Net debt down to  GBP3.6m compared to  GBP8.5m at March 2011 
 
  *   Increased capital investment, with additions of  GBP3.5m (2011:  GBP1.2m) 
 
  *   Shareholder's funds increased by  GBP6.0m (39%) to  GBP21.3m 
 
  *   Installation of the new laminator completed to schedule in April, 
      shipments for the new supply contract expected from late June 
 
 
Commenting  on the results, Richard Wright, Chairman of API Group plc, said: "It 
is  pleasing to report another substantial  improvement in the Group's financial 
results,  in spite  of the  challenging economic  conditions and  pressures from 
higher  raw material costs.  A  second year of strong  cash flow has transformed 
the  Group's  balance  sheet.   With  a  robust  pipeline of growth projects and 
management  focus on improving the profitability of the European foils business, 
the  Board  is  confident  of  making  further progress in the current financial 
year." 
- Ends - 
 
For further information: 
 API Group plc 
 
 Andrew Turner, Group Chief Executive   Tel: +44 (0) 1625 650 334 
 
 Chris Smith, Group Finance Director             www.apigroup.com 
 
 
 Numis Securities (Broker) 
 
 James Serjeant              Tel: +44 (0) 20 7260 1000 
 
                                         www.numis.com 
 
 
 Cairn Financial Advisers (Nominated Adviser) 
 
 Tony Rawlinson / Avi Robinson                  Tel: +44 (0) 20 7148 7900 
 
                                                         www.cairnfin.com 
 
 
Media enquiries: 
Abchurch 
 
Julian Bosdet / Henry Harrison-Topham / Sarah Hollins Tel: +44 (0) 20 7398 7702 
 
henry.ht@abchurch-group.com                              www.abchurch-group.com 
 
 
 
Chairman's Statement 
 
Against a background of weak economic conditions affecting most end markets, API 
is  pleased  to  report  another  year  of  significant improvement in financial 
performance.  With debt substantially reduced and positive momentum in sales and 
profits,  the Group has further strengthened  its platform for future investment 
and growth. 
 
Sales for the year ended 31 March 2012 of  GBP113.9m were 14% ahead of the previous 
12 month  period, operating profits increased by  32% to  GBP6.9m (2011:  GBP5.2m) and 
profit  before tax rose 77% to  GBP5.1m (2011:  GBP2.9m).  Basic earnings per share of 
6.7p advanced  by 3.2p and net debt finished the year at  GBP3.6m compared to  GBP8.5m 
a  year earlier.  Despite  the adverse impact  of exceptionally low bond yields, 
the IAS pension deficit fell by  GBP0.7m to  GBP6.5m, net of deferred tax. 
 
While Laminates remains the most significant contributor to Group results, year- 
on-year  profit improvement  was driven  by three  of the  four business units. 
Holographics  performed particularly  strongly on  the back  of growth in target 
security  markets,  registering  a   GBP1.0m  increase  in  profits, Foils Americas 
benefited  from an improved  sales mix and  lower costs to  record profits  GBP0.9m 
ahead  of last year and Laminates  delivered another excellent performance, with 
profits  up by   GBP0.5m on  24% higher sales.   Foils Europe  profits were down by 
 GBP0.5m  as recovering  margins were  offset by  weaker volumes, especially in the 
second  half.  In  due course,  the Board  expects results  to benefit  from the 
increased focus brought about by the recent establishment of separate management 
teams for Foils Europe and Holographics. 
 
As  reported last year, a key challenge facing the business was the short supply 
and  surge in pricing of key raw  materials.  The situation is now much improved 
with  the supply-demand balance re-established  in most material categories, new 
sources  of  supply  approved  and,  for  the most part, residual cost increases 
passed through to customers in higher selling prices.  It is greatly encouraging 
that  the Group  has been  able to  weather a  period of  such volatility in raw 
material costs and that all businesses enter the new financial year with margins 
substantially restored to previous levels. 
 
Increased  Group  operating  profits  converted  to  strong  cash  flow  with  a 
corresponding  reduction in net debt.   Year end net debt  to EBITDA was down to 
0.4x (2011:  1.1x), the  healthiest  Group  financial  position  for  at least a 
decade.   With the confidence  of a stronger  balance sheet, the  Board has been 
able  to approve  a number  of capital  expenditure projects aimed especially at 
improving the level and resilience of earnings in the Laminates and Holographics 
units.   The Board will continue to  examine options for growth oriented capital 
investment whilst maintaining a conservative stance towards levels of debt. 
 
Shareholders 
In  February  2012, the  Group's  two  leading  shareholders  wrote to the Board 
proposing  that a sale process  be commenced with the  aim of securing a general 
offer for the issued share capital of API Group plc.  Following discussions with 
these and other large shareholders and after due consideration, the Board issued 
a  statement on 30 March  2012 advising that, barring  unforeseen events, such a 
process would be explored during the third calendar quarter of 2012. 
 
Dividend 
In  light of the Group's improved financial  position, the Board now has greater 
flexibility  in assessing the options for use of funds.  At this time payment of 
a  dividend is  not being  recommended but  the Board  will continue to keep its 
policy under review with the aim of maximising returns for shareholders. 
 
Board and Governance 
There have been no changes to the composition of the Board since the last Annual 
Report.  The Board and its Committees have functioned well throughout the year. 
In  particular, I would like to thank the Directors nominated by our two leading 
shareholders  for  their  support  during  consideration  of  the sale proposals 
referred to above. 
 
Our People 
On  behalf  of  the  Board,  I  must  thank  all the Group's employees for their 
invaluable  contribution  to  the  achievements  of  the  last 12 months and the 
continued  progress of  the business  in the  face of  such challenging economic 
conditions. 
 
Outlook 
The  Board remains cautiously optimistic about the Group's prospects for the new 
financial  year.  The general  economic climate and  uncertainty surrounding the 
Euro  continues to impact consumer confidence and economic growth in the regions 
and  markets served  by API.   However, end  markets for  premium products which 
drive a significant proportion of sales have so far proved relatively resilient. 
 
As  the Group enters the new financial year, Laminates volumes remain buoyant on 
its existing core business and, with installation of the new laminator completed 
to  schedule in April, shipments against the  new multi year supply contract are 
expected to commence from late June. 
 
In  the Foils businesses, order levels are steady in most sectors with potential 
for   additional  metallised  pigment  revenues  in  the  US.   Holographics  is 
continuing  to make  progress in  security markets  offsetting the  lower inter- 
company sales following the end of a significant joint project with Laminates. 
 
Overall,  the outlook  on volumes  and a  full year  benefit from pricing action 
taken  during  2011/12 to  recover  increased  raw  material costs, underpin the 
Board's confidence in the Group making further progress in the coming year. 
 
Richard C Wright 
Chairman 
29 May 2012 
 
Business Review 
 
Group Operating Results 
Group  revenues for  the 12 months  to March  2012 were  GBP113.9m,  an increase of 
14.2% at  constant  exchange  rates  compared  to  the previous reporting period 
(14.0%  at actual  exchange rates).   All business  units recorded  increases in 
revenues,   with   Laminates   (+23.7%)   and  Holographics  (+20.8%)  having  a 
particularly  strong year.  The Foils businesses  saw generally weak end markets 
but  achieved increased  sales revenues  due to  improved product mix and higher 
selling prices. 
 
Operating  profits  increased  by   GBP1.7m  or  32.4% to   GBP6.9m (2011:  GBP5.2m) with 
operating margins at 6.0% compared to 5.2% for the previous 12 months. 
 
Three   of  the  Group's  four  business  units  increased  operating  profits. 
Holographics  (+ GBP1.0m) made  excellent progress  in growing  sales in its target 
security markets; Foils Americas (+ GBP0.9m) enjoyed strong demand for its metallic 
pigment product and benefited from lower operating costs; and Laminates (+ GBP0.5m) 
built  on the previous year's growth in  the tobacco and personal care sectors. 
Margins  in all businesses have now returned to more acceptable levels following 
the significant raw material cost increases experienced in late 2010/early 2011. 
 
The  Group's second half performance was  slightly weaker than the preceding six 
months  of 2011/12, although sales and operating  profit were still ahead of the 
second  half  of  2010/11 by  4.2% and  14.7% respectively (at constant exchange 
rates). 
 
Foils Europe 
The  Foils Europe business made  limited progress in the  period as the expected 
recovery  in margins from higher prices  was offset by lower volumes, especially 
in  the second  half.  Full  year sales  of  GBP29.2m  were 2.6% ahead of last year 
(1.5%  at constant  exchange rates).   However, after  accounting for  the pass- 
through  of material  costs in  higher selling  prices, volumes were down 8.3%, 
leaving sales contribution broadly flat.  On a regional basis, sales performance 
was  mixed, with growth in  Italy and Australia more  than offset by weakness in 
France,  the  UK  and  key  export  markets  in  Eastern Europe, Middle East and 
Africa.   Operating costs were higher by  GBP0.4m due to increased selling expenses 
and poor matching of production costs to demand.  The higher costs combined with 
flat  year-on-year sales contribution led to a fall in operating profit to  GBP0.4m 
compared with  GBP0.9m in 2010/11. 
 
The  establishment of a separate management  team for Foils Europe was completed 
during the final quarter of the financial year and is focused on overhauling the 
service proposition, driving sales growth and aligning costs to volumes.  During 
May  2012, a  new  sales  and  distribution  hub commenced operations in Warsaw, 
Poland. 
 
Foils Americas 
Foils  Americas  sales  of   GBP23.4m  were  3.6% ahead  of  prior year at constant 
exchange  rates and  1.3% ahead at  actual rates.   The business  benefited from 
healthy  orders for its metallic pigment intermediary (+30.8%) and some recovery 
in  the  greeting  card  segment.   Nevertheless,  weak  demand from the general 
graphics  and packaging sectors and an exit from a number of low margin accounts 
led  to a decline in overall volumes by 7.6%, albeit on a significantly improved 
mix. 
 
Higher  selling prices and favourable sales mix compensated for lower volumes to 
leave  sales contribution broadly unchanged year  on year.  Operating costs were 
lower  by  GBP0.9m driven by more effective  use of coating capacity across the two 
locations  and lower general expenses.  The resulting full year profit was  GBP0.9m 
ahead of 2010/11 at  GBP1.2m, representing an operating margin of 5.0%. 
 
In  August 2011, the Foils Americas'  New Jersey manufacturing facility suffered 
severe  flooding as  a result  of Hurricane  Irene.  Management and staff worked 
tirelessly  to  bring  production  back  on  stream  within just a few days and, 
despite  significant damage to  stock and facilities,  customers were spared any 
significant  disruption  to  supplies.   Insurance  policies ensured that losses 
incurred  as a result  of the incident  were settled with  minimal impact on the 
Group's income statement and cash position. 
 
Laminates 
API  Laminates produced  another very  strong year  for the  Group with sales of 
 GBP54.8m,  24% higher than the  preceding year ( GBP44.3m)  and just less than double 
the  level  reported  in  2010 ( GBP28.0m).   Increased  allocation  of brand owner 
marketing  spend towards higher  added value packaging  designs led to growth in 
demand  across the business' three key market sectors.  Revenues in pan-European 
tobacco increased 45.9%, health & beauty was ahead by 35.4% and alcoholic drinks 
maintained  the high  levels of  activity experienced in 2010/11.  Approximately 
7% of sales growth was accounted for by the partial pass through of higher input 
costs  relating to specification changes  and increased material prices, leaving 
underlying volumes ahead by 17.3%. 
 
Contribution  from higher volumes  was diluted by  some absorption of input cost 
increases   on   certain   long   term  customer  contracts  plus  supply  chain 
inefficiencies  experienced  in  the  middle  of  the  year connected with a new 
product launch.  Nevertheless, other costs were tightly controlled and operating 
profits advanced by  GBP0.5m to  GBP5.7m, representing an operating margin of 10.4%. 
 
Installation  of the new lamination  machine at Laminates' Poynton manufacturing 
site  was effectively managed,  with minimal disruption  to ongoing operations. 
Significant  progress was  made establishing  the raw  material supply chain and 
qualifying  the finished product for the  new customer supply contract.  Volumes 
are  expected to come on stream towards the  end of the first quarter of the new 
financial year. 
 
Holographics 
Holographics  sales  demonstrated  strong  year-on-year  improvement, ending the 
period  20.8% higher at  GBP13.0m (2011:  GBP10.8m).  The business delivered growth of 
37.4% in its target segments of security, ID and product authentication assisted 
by  continued investment in  sales & marketing  and increased management focus. 
Intra-group  sales of  decorative holographic  products were  flat year-on-year, 
with  the  second  half  weaker  than  the  first  as  a significant film supply 
arrangement with Laminates came to an end. 
 
Production  costs  and  overheads  increased  to  support the growth in security 
sales.   However, the richer  business mix and  improved recovery of fixed costs 
resulted  in operating profits  GBP1.0m ahead at   GBP1.6m with an operating margin of 
12.4%. 
 
Central Costs 
Full  year central costs were up  GBP0.3m,  including  GBP0.1m relating to the Board's 
consideration  of  options  in  response  to  certain  shareholder  actions, re- 
organisation costs of  GBP0.1m and exchange losses of  GBP0.1m. 
 
Discontinued Operations 
In  January 2011, the Group disposed of  its 51% ownership in Shanghai Shen Yong 
Stamping Foil Co. Ltd.  Prior year comparatives include the results of the China 
subsidiary  as  a  fully  consolidated  entity but classified under discontinued 
operations. 
 
Impairment 
The Board considers that no impairments to goodwill or asset carrying values are 
necessary. 
 
Finance Costs 
For  the  year  ended  31 March  2012, net  finance  costs fell  GBP0.5m to  GBP1.8m. 
Financing  costs  relating  to  the  Group's  bank  borrowings reduced by  GBP0.3m, 
comprising lower interest charges of  GBP0.4m partly offset by an increase of  GBP0.1m 
relating  to facility fee charges.  Pension finance costs fell  GBP0.2m as a result 
of a lower non-cash pension charge ( GBP0.4m) but higher running costs for PPF levy 
and investment advisory fees.  Further details are provided in Note 9 below. 
 
Taxation 
For  the year to  31 March 2012, net taxation  of  GBP0.1m has  been charged to the 
income  statement.  This compares to a net  tax charge of  GBP0.3m for the previous 
12 months. 
 
The Group continues to benefit from accumulated tax losses in the UK and USA.  A 
deferred  tax charge of  GBP1.5m  (2011:  GBP1.1m) principally on  UK profits has been 
balanced  by  a  deferred  tax  credit  of   GBP1.5m  (2011:   GBP1.0m) primarily from 
increased tax loss recognition relating to Foils Americas' recent improvement in 
trading performance. 
 
Remaining unrecognised tax losses at 31 March 2012 of  GBP4.2m (2011:  GBP3.6m) in the 
UK  and $12.6m  (2011: $15.1m)  in the  US are  in addition to unclaimed capital 
allowances in the UK of  GBP5.4m (2011:  GBP8.7m). 
 
Deferred  tax assets associated  with pension liabilities  reduced from  GBP2.5m at 
March  2011 to  GBP2.1m at 31 March  2012 in line with the  fall in the net pension 
deficit  and the reduction in the UK  corporate tax rate from 26% to 24% for the 
coming financial year. 
 
A full reconciliation of the total tax charge is shown in Note 5(b) below. 
 
Earnings per Share 
Basic  earnings  per  share  from  continuing  operations  of 6.7p represents an 
increase of 91% compared to 3.5p for the year ending 31 March 2011. 
 
Shareholders' Funds 
The  Group's net assets  rose to  GBP21.3m  at 31 March 2012, an  increase of  GBP6.0m 
(+39.4%) on the position twelve months earlier. 
 
Cash Flow and Net Debt 
The  Group had another  strong year for  cash generation with  a net cash inflow 
from operating activities of  GBP8.7m exceeding the  GBP8.5m generated for the year to 
31 March 2011. 
 
Control  of working capital is a key  aspect of the Group's debt management.  At 
the  end of  March 2012, working  capital efficiency,  measured by  reference to 
trailing  three month sales (annualised),  was 7.9% compared to 8.9% at 31 March 
2011.  Despite  higher sales activity, year-end  working capital was  GBP1.0m lower 
than 12 months earlier. 
 
With  a  much  improved  balance  sheet,  the  Board  has  been able to sanction 
increased  capital  spending  to  enhance  the  Group's  asset base and earnings 
potential, including the new machine for Laminates announced in July 2011.  As a 
consequence,  for  the  12 months  to  March 2012, capital additions amounted to 
 GBP3.5m,  three times the level of the previous year.  Cash flows relating to this 
capital  investment amounted to  GBP2.7m (2011:   GBP1.2m) of which the new production 
line at Laminates accounted for  GBP1.2m ( GBP2011:  GBP0.2m).  Depreciation for the year 
was  GBP2.4m (2011:  GBP2.9m). 
 
Interest expense cash flow reduced by  GBP0.7m to  GBP0.8m for the year. 
 
Net  debt (financial liabilities  excluding the fair  value of derivatives, less 
cash)  reduced substantially for  the second consecutive  year, closing at  GBP3.6m 
compared with  GBP8.5m one year earlier and  GBP10.0m at 30 September 2011. 
 
As at 31 March 2012, the Group's debt cover ratio (net debt to trailing 12 month 
EBITDA)  was  down  to  0.4x (2011:  1.1x, 2010: 3.9x) with gearing (net debt to 
shareholders funds) at 17% (2011: 56%, 2010: 107%). 
 
Borrowings and Liquidity 
The  Group's policy  is to  ensure that  bank facilities  and other  funding are 
sufficient  to meet foreseeable peak  borrowing requirements.  Facilities are in 
place  to independently finance the Group's main  operations based in the UK and 
North America. 
 
The  Group's UK banking facilities  are with Barclays Bank  plc and are in place 
until  July  2013.  During  the  year,  the  Group  extended its facilities with 
Barclays  with temporary increases in term  and overdraft loans to meet expected 
peak  cash flows  relating to  the Laminates  investment project and the working 
capital  build to  support the  associated supply  deal.  Facilities at 31 March 
2012 totalled   GBP16.75m  (2011:   GBP14.1m)  comprising  amortising  loans  of  GBP8.0m 
repayable  over the term of the facility with a final  GBP4.25m due in July 2013, a 
term loan of  GBP3.75m repayable in July 2013 and a multi-option overdraft facility 
of   GBP5.0m renewable  in November  2012.  UK borrowings  are secured  against the 
Group's UK assets and are subject to four quarterly financial covenant targets. 
 
In  North  America,  bank  facilities  are  with  Wells Fargo Bank and extend to 
October  2013.  Facilities comprise  a $1.5m  amortising loan  and a $5.5m asset 
backed overdraft facility.  Borrowings are secured on working capital, plant and 
equipment and the Kansas property and are subject to quarterly covenant targets. 
 
Foreign Currency Exchange Rates 
Exchange  rates used for the translation of  results and assets of US, Euro zone 
and China based operations are shown below. 
 
 Rate to  GBP1       US$   Euro     RMB 
=------------------------------------ 
 31 March 2012 
 
 Average         1.59   1.16       - 
 
 Closing         1.60   1.20       - 
=------------------------------------ 
 31 March 2011 
 
 Average         1.56   1.18   10.36 
 
 Closing         1.60   1.13   10.50 
=------------------------------------ 
 
Pensions 
The  Group operates a number of pension schemes  for the benefit of its past and 
current  employees.  UK and US defined benefit  pension plans, both of which are 
closed  to future accrual, are accounted for under IAS 19.  At 31 March 2012 the 
Group's  IAS 19 gross pension liability was  calculated at  GBP8.6m (2011:  GBP9.7m). 
After  accounting  for  a  deferred  tax  asset  of   GBP2.1m (2010:  GBP2.5m) the net 
liability amounts to  GBP6.5m (2011:  GBP7.2m). 
 
The  API  Group  plc  Pension  and  Life  Assurance Fund, the UK based fund, has 
approximately 1,620 pensioners and deferred members and net liabilities assessed 
at   GBP7.5m (2011:  GBP9.0m). The UK scheme has admitted no new members since October 
2006 and the scheme was closed to future service accrual on 31 December 2008. 
Exceptionally  low yields on gilts  have pulled down the  discount rates used to 
value  scheme  liabilities  from  5.65% to  4.85%.  The  resultant  increase  in 
liabilities of  GBP9.4m has been mitigated by lower long term inflation assumptions 
( GBP2.7m)  and an experience gain  of  GBP7.2m arising from  updated member data used 
for  calculating the scheme  liabilities.  In addition,  the UK scheme benefited 
from  above-target asset investment performance of  GBP0.3m and received a deficit- 
reduction contribution from the Company of  GBP0.7m (2011:  GBP0.4m). 
 
The  UK scheme recently completed its  triennial valuation based on its position 
at 30 September 2010.  The valuation calculated a funding deficit of  GBP15.7m with 
a  funding ratio of 81%.  As  part of the completion  of the review, the Company 
and   Scheme  Trustees  agreed  a  funding  plan  which  left  the  schedule  of 
contributions by the Company unchanged from the previous arrangement.  Under the 
new  plan, it  is estimated  that annual  contributions of   GBP0.7m per  annum, in 
conjunction with assumed return on scheme assets, will reduce the scheme deficit 
to  zero by June  2019.  The Company also  continues to pay  all pension related 
administration fees on behalf of the Fund. 
 
In  the US, the  Company defined benefit  scheme was closed  to new entrants and 
future  accrual  in  2004.  Membership  is  approximately  170 current  and past 
employees.   Details of the net  deficit of  GBP1.1m (2011:   GBP0.7m) are included in 
Note 9 below. 
 
At  the Group's  US manufacturing  facility in  New Jersey,  current and past US 
employees  covered  by  union  contracts  are  members of a union managed multi- 
employer  defined benefit pension  plan.  This scheme  remains open and operates 
under  the terms of  the site's collective  bargaining agreement.  In accordance 
with IAS 19, this scheme is accounted for as a defined contribution plan. 
 
 
Group Income Statement 
For the year ended 31 March 2012 
 
                                                               Year 
                                                              ended Year ended 
                                                           31 March   31 March 
                                                               2012       2011 
 
                                                     Note      GBP'000       GBP'000 
 
Continuing operations 
 
Revenue                                               2     113,935     99,963 
 
Cost of sales                                              (87,149)   (76,386) 
                                                         ---------------------- 
Gross profit                                                 26,786     23,577 
 
 
 
Distribution costs                                          (3,886)    (3,284) 
 
Administrative expenses                                    (16,022)   (15,099) 
                                                         ---------------------- 
 
 
Operating profit from continuing operations          2,3      6,878      5,194 
 
 
 
Finance revenue                                       4          13         17 
 
Finance costs                                         4     (1,832)    (2,354) 
                                                         ---------------------- 
                                                            (1,819)    (2,337) 
                                                         ---------------------- 
 
 
Profit on continuing operations before taxation               5,059      2,857 
 
 
 
Tax expense                                           5       (105)      (265) 
                                                         ---------------------- 
 
 
Profit from continuing operations                             4,954      2,592 
 
 
 
Discontinued operations 
 
Loss from discontinued operations                                 -    (4,124) 
                                                         ---------------------- 
 
 
Profit/(loss) for the year                                    4,954    (1,532) 
                                                         ---------------------- 
 
 
Profit/(loss) attributable to equity holders of the 
Parent 
 
  * continuing operations                                     4,954      2,592 
 
  * discontinued operations                                       -      (612) 
                                                         ---------------------- 
                                                              4,954      1,980 
 
Loss attributable to non-controlling interest 
  * discontinued operations                                       -    (3,512) 
                                                         ---------------------- 
Profit/(loss) for the year                                    4,954    (1,532) 
                                                         ---------------------- 
 
 
Earnings per share (pence) 
 
Basic earnings per share from continuing         6     6.7                   3.5 
operations 
 
Diluted earnings per share from continuing       6     6.4                   3.4 
operations 
 
Basic earnings per share on profit for the 
year                                             6     6.7                   2.7 
 
Diluted earnings per share on profit for the 
year                                             6     6.4                   2.6 
 
 
Group Statement of Comprehensive Income 
for the year ended 31 March 2012 
 
 
Year ended 31 March 2012    Equity holders of the          Non-controlling 
                                           Parent                interests Total 
 
                                             GBP'000                     GBP'000  GBP'000 
 
Profit for the year         4,954                -                    4,954 
                           ------------------------------------------------- 
 
 
Exchange differences on       (4)                -                      (4) 
retranslation of foreign 
operations 
 
Change in fair value of 
effective cash flow hedges    937                                       937 
 
Actuarial gains on defined                       - 
benefit pension plans         300                                       300 
 
Tax on items relating to 
components of other         (419)                -                    (419) 
comprehensive income 
                           ------------------------------------------------- 
Other comprehensive income 
for the year, net of tax      814                -                      814 
                           ------------------------------------------------- 
 
 
Total comprehensive income 
for the year                5,768                -                    5,768 
                           ------------------------------------------------- 
 
 
 
                                                Equity 
Year ended 31 March 2011                holders of the Non-controlling 
                                                Parent       interests     Total 
 
                                                  GBP'000            GBP'000      GBP'000 
 
Profit/(loss) for the year                       1,980         (3,512) (1,532) 
                                       ---------------------------------------- 
 
 
Exchange differences on retranslation            (379)            (13)   (392) 
of foreign operations 
 
Loss arising on net asset hedge                  (121)               -   (121) 
 
Change in fair value of effective cash                               - 
flow hedges                                      (329)                   (329) 
 
Actuarial gains on defined benefit                                   - 
pension plans                                    6,586                   6,586 
 
Tax on items relating to components of         (2,104)               - (2,104) 
other comprehensive income 
                                       ---------------------------------------- 
Other comprehensive income for the 
year, net of tax                                 3,653            (13)   3,640 
                                       ---------------------------------------- 
 
 
Total comprehensive income for the year          5,633         (3,525)   2,108 
                                       ---------------------------------------- 
 
 
Group Balance Sheet 
at 31 March 2012 
 
                                                   31 March   31 March 
                                                       2012       2011 
 
                                            Note       GBP'000       GBP'000 
 
 Assets 
 
 Non-current assets 
 
 Property, plant and equipment               7       17,936     16,804 
 
 Intangible assets - goodwill                         5,188      5,188 
 
 Trade and other receivables                             32         94 
 
 Deferred tax assets                                  5,230      5,478 
                                                 ---------------------- 
                                                     28,386     27,564 
                                                 ---------------------- 
 Current assets 
 
 Trade and other receivables                         15,485     16,848 
 
 Inventories                                         12,237     12,409 
 
 Other financial assets                                 474          - 
 
 Cash and short-term deposits                        10,068      4,175 
                                                 ---------------------- 
                                                     38,264     33,432 
                                                 ---------------------- 
 
 
 
                                                 ---------------------- 
 Total assets                                2       66,650     60,996 
                                                 ---------------------- 
 
 
 Liabilities 
 
 Current liabilities 
 
 Trade and other payables                            22,261     21,952 
 
 Financial liabilities                       8        4,522      2,830 
 
 Income tax payable                                     307        365 
                                                 ---------------------- 
                                                     27,090     25,147 
                                                 ---------------------- 
 Non-current liabilities 
 
 Financial liabilities                       8        9,237     10,514 
 
 Deferred tax liabilities                               307        238 
 
 Provisions                                              76         85 
 
 Deficit on defined benefit pension plans    9        8,618      9,719 
                                                 ---------------------- 
                                                     18,238     20,556 
                                                 ---------------------- 
 
                                                 ---------------------- 
 Total liabilities                                   45,328     45,703 
                                                 ---------------------- 
 
                                                 ---------------------- 
 Net assets                                          21,322     15,293 
                                                 ---------------------- 
 
 
 Equity 
 
 Called up share capital                                767        766 
 
 Share premium                                        7,136      7,136 
 
 Other reserves                                       8,816      8,565 
 
 Foreign exchange reserve                               255        259 
 
 Retained profit/(loss)                               4,348    (1,433) 
                                                 ---------------------- 
 API Group shareholders' equity                      21,322     15,293 
                                                 ---------------------- 
 
 
 
Group Statement of Changes in Equity 
for the year ended 31 March 2012 
                       Equity                   Foreign                   Total 
                        Share   Share    Other Exchange Retained share-holders' 
                      capital premium reserves  reserve earnings         equity 
 
                         GBP'000    GBP'000     GBP'000     GBP'000     GBP'000           GBP'000 
 
 At 1 April 2010          701   7,136    8,595    3,309  (7,805)         11,936 
                     ---------------------------------------------------------- 
 Profit for the year        -       -        -        -    1,980          1,980 
 
 Other comprehensive 
 income: 
 
 Exchange differences 
 on retranslation of        -       -        -    (379)        -          (379) 
 foreign operations 
 
 Loss arising on net 
 asset hedge                -       -        -    (121)        -          (121) 
 
 Change in fair value 
 of effective cash          -       -        -        -    (329)          (329) 
 flow hedges 
 
 Actuarial gains on         -       -        -        -    6,586          6,586 
 defined benefit 
 pension plans 
 
 Tax on items               -       -        -        -  (2,104)        (2,104) 
 relating to 
 components of other 
 comprehensive income 
                     ---------------------------------------------------------- 
 Total comprehensive        -       -        -    (500)    6,133          5,633 
 income for the year 
                     ---------------------------------------------------------- 
 Transfer to income 
 statement on               -       -        -  (2,550)        -        (2,550) 
 disposal of 
 subsidiaries 
 
 Issue of shares           65       -        -        -        -             65 
 
 Shares acquired by 
 Employee Benefit           -       -     (30)        -        -           (30) 
 Trust 
 
 Share-based payments       -       -        -        -      239            239 
                     ---------------------------------------------------------- 
 At 31 March 2011         766   7,136    8,565      259  (1,433)         15,293 
                     ---------------------------------------------------------- 
 Profit for the year        -       -        -        -    4,954          4,954 
 
 Other comprehensive 
 income: 
 
 Exchange differences 
 on retranslation of        -       -        -      (4)        -            (4) 
 foreign operations 
 
 Change in fair value       -       -        -        -      937            937 
 of effective cash 
 flow hedges 
 
 Actuarial gains on         -       -        -        -      300            300 
 defined benefit 
 pension plans 
 
 Tax on items               -       -        -        -    (419)          (419) 
 relating to 
 components of other 
 comprehensive income 
                     ---------------------------------------------------------- 
 Total comprehensive        -       -        -      (4)    5,772          5,768 
 income for the year 
                     ---------------------------------------------------------- 
 Issue of shares            1       -        -        -        -              1 
 
 Shares acquired by         -       -        -        -      (1)            (1) 
 the Company 
 
 Shares acquired by 
 Employee Benefit           -       -     (11)        -        -           (11) 
 Trust 
 
 Transferred on 
 exercise of share 
 options                    -       -      262        -    (262)              - 
 
 Share-based payments       -       -        -        -      185            185 
 
 Tax relating to 
 items accounted for 
 directly through 
 equity                     -       -        -        -       87             87 
                     ---------------------------------------------------------- 
 At 31 March 2012         767   7,136    8,816      255    4,348         21,322 
                     ---------------------------------------------------------- 
 
 
Group Statement of Changes in Equity (continued) 
for the year ended 31 March 2012 
                          Shareholders' equity     Non-controlling Total equity 
                                                          interest 
 
                                          GBP'000                GBP'000         GBP'000 
 
 At 1 April 2010                        11,936               5,375       17,311 
 
 Total comprehensive 
 income for the year                     5,633             (3,525)        2,108 
 
 Transfer to income 
 statement on disposal 
 of subsidiaries                       (2,550)                   -      (2,550) 
 
 Elimination of 
 minority interest on 
 disposal                                    -             (1,850)      (1,850) 
 
 Issue of shares                            65                   -           65 
 
 Shares acquired by 
 Employee Benefit Trust                   (30)                   -         (30) 
 
 Share based payments                      239                   -          239 
                         ------------------------------------------------------ 
 At 31 March 2011                       15,293                   -       15,293 
 
 Total comprehensive 
 income for the year                     5,768                   -        5,768 
 
 Issue of shares                             1                   -            1 
 
 Shares acquired by the 
 Company                                   (1)                   -          (1) 
 
 Shares acquired by 
 Employee Benefit Trust                   (11)                   -         (11) 
 
 Share-based payments                      185                   -          185 
 
 Tax relating to items 
 accounted for directly 
 through equity                             87                   -           87 
                         ------------------------------------------------------ 
 At 31 March 2012                       21,322                   -       21,322 
                         ------------------------------------------------------ 
 
Group Cash Flow Statement 
for the year ended 31 March 2012 
 
                                                       Year ended    Year ended 
                                                    31 March 2012 31 March 2011 
 
                                               Note          GBP'000          GBP'000 
 
 
 
 Operating activities 
 
 Group profit before tax from continuing 
 operations                                                 5,059         2,857 
 
 Adjustments to reconcile Group profit before 
 tax to 
 net cash flow from operating activities 
 Operating loss from discontinued operations                    -       (7,215) 
 
 Net finance costs                                          1,819         2,337 
 
 Depreciation of property, plant and equipment              2,368         2,942 
 
 Impairment of property, plant and equipment                    -         5,850 
 
 (Profit)/loss on disposal of property, plant 
 and equipment                                                (2)            28 
 
 Movement in fair value foreign exchange 
 contracts                                                   (83)            78 
 
 Share-based payments                                         185           239 
 
 Difference between pension contributions paid 
 and amounts recognised in the income 
 statement                                                (1,539)       (1,037) 
 
 Decrease/(increase) in inventories                           156       (2,047) 
 
 Decrease/(increase) in trade and other 
 receivables                                                1,260       (2,588) 
 
 (Decrease)/increase in trade and other 
 payables                                                   (304)         7,201 
 
 Movement in provisions                                       (9)          (12) 
                                                   ---------------------------- 
 Cash generated from operations                             8,910         8,633 
 
 Income taxes paid                                          (171)         (140) 
                                                   ---------------------------- 
 Net cash flow from operating activities                    8,739         8,493 
                                                   ---------------------------- 
 
 
 Investing activities 
 
 Interest received                                             13            17 
 
 Purchase of property, plant and equipment                (2,736)       (1,153) 
 
 Sale of property, plant and equipment                          5            21 
 
 Sale of subsidiary undertakings                                -         1,783 
 
 Cash and cash equivalents of subsidiary 
 undertakings sold                                              -         (296) 
                                                   ---------------------------- 
 Net cash flow from investing activities                  (2,718)           372 
                                                   ---------------------------- 
 
 
 Financing activities 
 
 Interest paid                                              (832)       (1,480) 
 
 Proceeds from share issues                                     1            65 
 
 Purchase of shares by the Company                            (1)             - 
 
 Purchase of shares by Employee Benefit Trust                (11)          (30) 
 
 New borrowings                                             1,913         1,214 
 
 Repayment of borrowings                                    (996)       (5,382) 
                                                   ---------------------------- 
 Net cash flow from financing activities                       74       (5,613) 
                                                   ---------------------------- 
 
 
 Increase in cash and cash equivalents                      6,095         3,252 
 
 Effect of exchange rates on cash and cash 
 equivalents                                                    8            13 
 
 Cash and cash equivalents at the beginning of 
 the period                                                 2,719         (546) 
                                                   ---------------------------- 
 Cash and cash equivalents at the end of the 
 period                                                     8,822         2,719 
                                                   ---------------------------- 
 
 
Notes to the consolidated financial statements 
 
1. Group accounting policies 
 
 
 
Publication of abridged accounts 
 
The   Group's  financial  statements  for  the  year  ended  31 March  2012 were 
authorised  for issue by the  Board of Directors on  28 May 2012 and the balance 
sheet was signed on the Board's behalf by Andrew Turner, Group Chief Executive. 
 
 
 
API  Group  plc  is  a  public  company  incorporated and domiciled in England & 
Wales.   The Company's ordinary shares are  traded on the Alternative Investment 
Market of the London Stock Exchange. 
 
 
 
The  preliminary announcement figures  for the year  ended 31 March 2012 and the 
comparative  figures for the year ended 31 March 2011 are an abridged version of 
the  Group's statutory accounts which carry  an unmodified audit report. They do 
not  constitute statutory accounts within the  meaning of sections 434 to 436 of 
the  Companies Act 2006 and no  statutory accounts have yet  been filed with the 
Registrar  of Companies for the year ended 31 March 2012. Statutory accounts for 
the  year ended 31 March  2011 have been filed  with the Registrar of Companies. 
The  auditor's report on these  accounts was unqualified and  did not contain an 
emphasis  of matter,  nor did  it contain  a statement  under section 498 of the 
Companies Act 2006. The statutory accounts for the year ended 31 March 2012 will 
be  delivered  to  the  registrar  of  Companies  following the Company's Annual 
General Meeting. 
 
 
 
The  Annual Report and Accounts for the  year ended 31 March 2012 will be posted 
to  shareholders by 21 June 2012 prior to  the Annual General Meeting on 19 July 
2012. Copies  of the Annual Report and Accounts  will be available to members of 
the  public from 22 June 2012 at the Group's registered office at Second Avenue, 
Poynton Industrial Estate, Poynton, Cheshire SK12 1ND. 
 
 
 
Basis of preparation and statement of compliance with IFRS 
 
The  Group's financial statements  have been prepared  under the historical cost 
convention  in  accordance  with  International  Financial  Reporting  Standards 
(IFRSs) issued by the International Accounting Standards Board (IASB) as adopted 
by the European Union as they apply to the financial statements of the Group for 
the  year ended 31 March  2012 and applied in  accordance with the Companies Act 
2006. The Group has applied optional exemptions available to it under IFRS 1. 
 
 
 
The  consolidated financial statements are presented  in sterling and all values 
are rounded to the nearest thousand ( GBP'000) except when otherwise indicated. 
 
 
 
Going concern 
 
The  Group meets its  day-to-day working capital  requirements through overdraft 
and  loan  facilities,  as  detailed  in  Note  8 of  the consolidated financial 
statements.   The  principal  facilities  relate  to  the  UK and the US.  These 
facilities currently extend to July 2013 and October 2013 respectively. 
 
 
 
The  Group has demonstrated  further recovery over  the financial year ended 31 
March 2012. However, the unsettled general economic environment, particularly in 
its  main  European  and  US  markets  could  adversely  affect  demand  for its 
products.   The  Group's  forecasts  and  projections,  allowing  for a possible 
deterioration  in  trading  performance,  show  that  the Group has a reasonable 
expectation  of being  able to  operate within  the level of currently available 
facilities.  Accordingly, as set out in the Directors' Report, the accounts have 
been prepared on the going concern basis. 
 
 
Accounting policies 
 
The  principal  accounting  policies  which  apply  in  preparing  the financial 
statements   for   the  year  ended  31 March  2012. These  policies  have  been 
consistently applied to all periods presented unless otherwise stated. 
 
 
2. Segmental analysis 
 
The Group produces monthly management information to enable the Board, including 
the  Group  Chief  Executive,  to  monitor  the  financial  performance  of  its 
constituent parts. This information is analysed by business unit.  Following the 
disposal  of the China business in 2011, the residual businesses within the Asia 
Pacific  unit  are  now  managed  and  reported within the Foils Europe business 
unit.   The Holographics  business unit  is now  managed and reported separately 
from Foils Europe and comparative figures have been adjusted accordingly. 
 
Revenue 
                                           Year ended          Year ended 
                                        31 March 2012       31 March 2011 
 
                                                 GBP'000                GBP'000 
 
 Continuing operations 
 
 Total revenue by origin 
 
 Foils Europe                           29,158              28,429 
 
 Foils Americas                         23,446              23,151 
 
 Holographics                           13,015              10,775 
 
 Laminates                              54,823              44,321 
                                      -----------------   ----------------- 
                                        120,442             106,676 
                                      -----------------   ----------------- 
 
 
 Inter-segmental revenue 
 
 Foils Europe                           980                 1,095 
 
 Foils Americas                         566                 733 
 
 Holographics                           4,868               4,855 
 
 Laminates                              93                  30 
                                      -----------------   ----------------- 
                                        6,507               6,713 
                                      -----------------   ----------------- 
 
 
 External revenue by origin 
 
 Foils Europe                           28,178              27,334 
 
 Foils Americas                         22,880              22,418 
 
 Holographics                           8,147               5,920 
 
 Laminates                              54,730              44,291 
                                      -----------------   ----------------- 
 Segment revenue                        113,935             99,963 
                                      -----------------   ----------------- 
 
 External revenue by destination 
 
 Continuing operations 
 
 UK                                      37,778              36,881 
 
 Rest of Europe                          48,243              33,213 
 
 Americas                                21,105              21,264 
 
 Asia Pacific                            6,062               7,898 
 
 Africa                                  747                 707 
                                       -----------------   ---------------- 
                                         113,935             99,963 
                                       -----------------   ---------------- 
 
 
 Discontinued operations 
 
 Europe                                  -                   895 
 
 Asia Pacific                            -                   6,530 
                                       -----------------   ---------------- 
                                         -                   7,425 
                                       -----------------   ---------------- 
 
All revenue is derived from the sale of goods. 
 
During  the year  ended 31 March  2012 there were  two major customers, reported 
within  the Laminates segment, which comprised 10% or more of the total external 
revenue,  amounting to   GBP19,841,000 (2011:   GBP14,696,000) and   GBP17,601,000 (2011: 
 GBP11,880,000) respectively. 
 
 
Segment result 
 
                              Year ended          Year ended 
                           31 March 2012       31 March 2011 
 
                                    GBP'000                GBP'000 
 
  Continuing operations 
  Operating profit 
 
  Foils Europe             389                      857 
 
  Foils Americas           1,173                    244 
 
  Holographics             1,615                    567 
 
  Laminates                5,704                  5,245 
                         -----------------    ----------- 
  Segment result           8,881                  6,913 
 
 
  Central costs            (2,003)              (1,719) 
                         -----------------    ----------- 
 
 
  Total operating profit   6,878                  5,194 
                         -----------------    ----------- 
 
Central costs comprise primarily of salaries, other employment costs and 
corporate advisory fees relating to the central management of the Group. 
 
 
 
                 Year ended                                         Year ended 
                   31 March                                           31 March 
                       2012                                               2011 
 
                       GBP'000                                               GBP'000 
 
Assets 
 
Foils Europe         17,082   18,104 
 
Foils Americas       13,552   14,385 
 
Holographics          6,915   6,661 
 
Laminates            13,276   11,637 
                ------------ ------------------------------------------------- 
Segment assets       50,825   50,787 
 
Unallocated          15,825   10,209 
                ------------ ------------------------------------------------- 
                     66,650   60,996 
                ------------ ------------------------------------------------- 
 
3. Operating profit 
 
 
 
                                                        Year ended    Year ended 
                                                     31 March 2012 31 March 2011 
 
                                                              GBP'000          GBP'000 
 
This is stated after charging/(crediting): 
 
Research and development expenditure expensed during 
the period                                                     718           722 
 
Depreciation of property, plant and equipment                2,367         2,942 
 
(Profit)/loss on disposal of property, plant and 
equipment                                                      (2)            28 
 
Cost of inventories recognised as an expense                64,246        59,141 
 
     Including write-down of inventories to net 
realisable value                                               481           186 
 
Net foreign currency differences                                 8          (48) 
 
Operating lease payments - minimum lease payments            1,054         1,018 
 
Audit of the financial statements                               79            77 
 
Other fees payable to the Group's Auditor 
 
  - audit of the UK defined benefit pension scheme               5             5 
 
  - local statutory audits for subsidiaries                     73            67 
 
  - other services                                               -             2 
 
Costs associated with major flood at US factory (see 
below)                                                         690             - 
 
Insurance recovery in respect of the flood (see 
below)                                                       (747)             - 
 
In  August  2011, the  manufacturing  facility  in  New  Jersey,  US,  sustained 
significant  damage  due  to  flooding  caused  by  Hurricane  Irene.  The costs 
relating to the damage have been recovered through insurance. 
 
4. Finance revenue and finance costs 
 
                                                        Year ended    Year ended 
                                                     31 March 2012 31 March 2011 
 
                                                              GBP'000          GBP'000 
 
Finance revenue 
 
Interest receivable on bank and other short term 
cash deposits                                                    3             2 
 
Other interest receivable                                       10            15 
                                                    ---------------------------- 
                                                                13            17 
                                                    ---------------------------- 
Finance costs 
 
Interest payable on bank loans and overdrafts              (1,045)       (1,356) 
 
Other interest payable                                        (49)          (24) 
 
Finance cost in respect of defined benefit pension 
plans                                                        (738)         (974) 
                                                    ---------------------------- 
                                                           (1,832)       (2,354) 
                                                    ---------------------------- 
 
5. Taxation 
 (a) Tax on profit/(loss) on ordinary activities 
 
                                                 Year ended        Year ended 
                                                   31 March          31 March 
                                                       2012              2011 
 
                                                       GBP'000              GBP'000 
 
 Tax (expensed)/credited in the income statement 
 
 Continuing operations 
 
 Current income tax 
 
 UK Corporation tax                                       -                 - 
 
 Overseas tax - current year expense                  (101)             (135) 
 
       - adjustments in respect of prior years         (19)              (37) 
                                                    ---------   -------------- 
 Total current income tax expense                     (120)             (172) 
                                                    ---------   -------------- 
 
 Deferred tax 
 
 Origination and reversal of temporary differences 
 
 - defined benefit pension plan                       (209)              (17) 
 
 - tax losses                                         (174)               466 
 
 - capital allowances                                   448             (443) 
 
 - effect of change in tax rate                        (50)              (99) 
                                                    ---------   -------------- 
 Total deferred tax (expense)/credit                     15              (93) 
                                                    ---------   -------------- 
 
 
 Total tax expense in the income statement            (105)             (265) 
                                                    ---------   -------------- 
 
Tax expense on items accounted for through other comprehensive income 
Deferred tax 
 Actuarial gains and losses on defined pension schemes   (78)        (1,845) 
 
 Change in fair value of effective cash flow hedges      (94)              - 
 
 Effect of change in tax rate                            (247)       (259) 
                                                       ---------   ---------- 
                                                         (419)       (2,104) 
                                                       ---------   ---------- 
 
Tax credit on items accounted for directly through equity 
Deferred tax 
 Share-based payments   87       - 
                      ------   ---- 
 
 
(b) Reconciliation of the total tax charge 
 
The  tax rate in  the income statement  for the year  is lower than the standard 
rate  of  corporation  tax  in  the  UK of 26% (2011: 28%).  The differences are 
reconciled below: 
 
                                                               Year 
                                                              ended   Year ended 
                                                           31 March     31 March 
                                                               2012         2011 
 
                                                               GBP'000         GBP'000 
 
Profit before taxation from continuing operations           5,059          2,857 
 
Loss before taxation from discontinued operations               -        (4,124) 
                                                         ---------  ------------ 
Accounting profit/(loss) before income tax                  5,059        (1,267) 
                                                         ---------  ------------ 
 
 
Accounting profit/(loss) multiplied by the UK standard 
rate of corporation tax of 26% (2011: 28%)                  1,315          (355) 
 
Adjustments to tax charge in respect of prior period           19             37 
 
Adjustments in respect of foreign tax rates                    22             18 
 
Increase in deferred tax asset recognised on losses and 
capital allowances                                        (1,346)        (1,111) 
 
Losses for which deferred tax is not recognised                43          2,131 
 
Other temporary differences for which deferred tax is not 
recognised                                                   (90)            196 
 
Effect of change in tax rate                                   50             99 
 
Expenses not deductible for tax purposes                       92            154 
 
Profit on sale of subsidiaries not subject to tax               -          (904) 
                                                         ---------  ------------ 
Total tax expense reported in the income statement            105            265 
                                                         ---------  ------------ 
 
 
(c) Unrecognised tax losses 
 
The  Group has unrecognised  tax losses arising  in the UK  of  GBP4,246,000 (2011: 
 GBP3,355,000)  that are available and may be offset against future taxable profits 
of  those  businesses  in  which  the  losses  arose.  The UK tax Group also has 
unrecognised  capital allowances  of  GBP5,442,000  (2011:  GBP8,677,000) available to 
offset against future taxable profits at the rate of 18% (2011: 20%) a year on a 
reducing  balance  basis.   The  Group  has  unrecognised  US federal tax losses 
carried  forward  of  $12,584,000  (2011:  $15,124,000), which are available for 
offset against future profits for a period of between 10 and 20 years. 
 
(d) Deferred tax 
 
The deferred tax included in the balance sheet is analysed as follows: 
                                  31 March       31 March 
                                      2012           2011 
 
                                      GBP'000           GBP'000 
 
 Deferred tax liability 
 
 Revaluation of fixed assets         (220)          (238) 
 
 Fair value of cash flow hedges       (87)              - 
                                ------------   ----------- 
                                     (307)          (238) 
                                ------------   ----------- 
 
 
 Deferred tax asset 
 
 Defined benefit pension plans       2,068          2,527 
 
 Tax losses                          1,736          2,036 
 
 Capital allowances                  1,258            915 
 
 Share-based payments                  168              - 
                                ------------   ----------- 
                                     5,230          5,478 
                                ------------   ----------- 
 
 
 
 
On  21 March 2012 the UK Government announced a reduction in the main rate of UK 
corporation  tax rate to  24% with effect from  1 April 2012. This change became 
substantively  enacted on  29 March 2012 and  therefore the  effect of  the rate 
reduction  creates a reduction  in the total  deferred tax asset  which has been 
included  in the figures shown  above. This change will  also reduce the Group's 
future  current tax charge accordingly.  The UK Government also proposed changes 
to  further reduce the main rate of corporation tax by one per cent per annum to 
22% by  1 April 2014. The overall  effect of the  further reductions from 24% to 
22%, if  these applied to the total  deferred tax balance at 31 March 2012 would 
be to reduce the deferred tax asset by approximately  GBP297,000. 
 
6. Earnings per ordinary share 
 
Basic earnings per share is calculated by dividing the net profit/(loss) for the 
year  attributable  to  ordinary  equity  holders  of the Parent by the weighted 
average number of ordinary shares outstanding during the year. 
 
Diluted  earnings  per  share  is  calculated  by dividing the net profit/(loss) 
attributable  to ordinary equity  holders of the  Parent 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 dilutive 
potential ordinary shares into ordinary shares. 
 
The  following reflects the income and share  data used in the basic and diluted 
earnings per share computations: 
 
                                                         Year ended   Year ended 
                                                           31 March     31 March 
                                                               2012         2011 
 
                                                               GBP'000         GBP'000 
 
Profit attributable to equity holders of the Parent - 
continuing operations                                         4,954        2,592 
 
Loss attributable to equity holders of the Parent - 
discontinued operations                                           -        (612) 
                                                        ------------ ----------- 
Net profit attributable to equity holders of the Parent       4,954        1,980 
                                                        ------------ ----------- 
 
 
                                                         Year ended   Year ended 
                                                           31 March     31 March 
                                                               2012         2011 
 
                                                                 No           No 
 
Basic weighted average number of ordinary shares         73,857,692   73,447,050 
 
Dilutive effect of employee share options and contingent 
shares                                                    3,974,702    2,443,955 
                                                        ------------ ----------- 
Diluted weighted average number of shares                77,832,394   75,891,005 
                                                        ------------ ----------- 
 
The  basic weighted average number of shares excludes the 3,000,000 shares owned 
by  the  API  Group  plc  No.2  Employee  Benefit Trust (2011: 3,058,221). These 
contingent shares are included in the diluted weighted average number of shares. 
 
There  have been  no other  transactions involving  ordinary shares or potential 
ordinary  shares between the reporting date and  the date of completion of these 
financial statements. 
 
 
Earnings/(loss) per ordinary share 
                              Year ended       Year ended 
                                31 March         31 March 
                                    2012             2011 
 
                                   Pence            pence 
 
 Continuing operations 
 
 Basic earnings per share            6.7              3.5 
 
 Diluted earnings per share          6.4              3.4 
 
 Discontinued operations 
 
 Basic loss per share                  -            (0.8) 
 
 Diluted loss per share                -            (0.8) 
 
 Total 
 
 Basic earnings per share            6.7              2.7 
 
 Diluted earnings per share          6.4              2.6 
 
 
7. Property, plant and equipment 
 
                                               Long 
                                          leasehold     Plant    Office 
                       Freehold  Freehold    land &         &    and IT 
                           land buildings buildings machinery equipment    Total 
 
                           GBP'000      GBP'000      GBP'000      GBP'000      GBP'000     GBP'000 
 
Cost 
 
At 1 April 2010           2,265     8,054    10,030    59,824     6,861   87,034 
 
Additions                     -        14         -       950       189    1,153 
 
Disposals                     -         -         -      (86)     (370)    (456) 
 
Disposal of subsidiary        -         -   (8,330)  (13,124)         - (21,454) 
 
Foreign currency 
adjustment                (107)     (391)       (7)     (736)     (120)  (1,361) 
                      ---------------------------------------------------------- 
At 31 March 2011          2,158     7,677     1,693    46,828     6,560   64,916 
 
Additions                     -         -         -     3,230       258    3,488 
 
Disposals                     -         -         -     (565)     (145)    (710) 
 
Foreign currency 
adjustment                    6        23         -         6       (8)       27 
                      ---------------------------------------------------------- 
At 31 March 2012          2,164     7,700     1,693    49,499     6,665   67,721 
                      ---------------------------------------------------------- 
 
 
Depreciation 
 
At 1 April 2010               -     2,990     1,631    48,858     4,783   58,262 
 
Provided during the 
year                          -       226       240 1,956           520    2,942 
 
Impairment during the 
period (see note 7)           -         -     4,438 1,412             -    5,850 
 
Disposals                     -         -         - (85)          (322)    (407) 
 
Disposal of subsidiary        -         -   (5,442) (12,220)          - (17,662) 
 
Foreign currency 
adjustment                    -     (226)       (1) (539)         (107)    (873) 
                      ---------------------------------------------------------- 
At 31 March 2011              -     2,990       866 39,382        4,874   48,112 
 
Provided during the 
year                          -       203        57 1,636           471    2,367 
 
Disposals                     -         -         - (561)         (145)    (706) 
 
Foreign currency 
adjustment                    -        13         - 3               (4)       12 
                      ---------------------------------------------------------- 
At 31 March 2012              -     3,206       923 40,460        5,196   49,785 
                      ---------------------------------------------------------- 
 
 
Net book value at 31 
March 2012                2,164     4,494       770 9,039         1,469   17,936 
                      ---------------------------------------------------------- 
 
 
Net book value at 31 
March 2011                2,158     4,687       827 7,446         1,686   16,804 
                      ---------------------------------------------------------- 
 
 
Net book value at 31 
March 2010                2,265     5,064     8,399 10,966        2,078   28,772 
                      ---------------------------------------------------------- 
 
 
 
Construction work-in-progress 
Included in the cost of property, plant and equipment is  GBP2,878,000 (2011: 
 GBP168,000; 2010:  GBPnil) relating to construction work-in-progress. 
 
Security 
The Group's UK borrowings of  GBP11,514,000 (2011:  GBP10,196,000) are secured by 
fixed and floating charges on the UK assets of the Group including fixed assets 
to the value of  GBP10,076,000 (2011:  GBP8,397,000).  The US loans of  GBP887,000 (2011: 
 GBP1,034,000) are pledged against property, plant and equipment to the value of 
 GBP5,598,000 (2011:  GBP6,184,000). 
 
8. Financial liabilities 
                                             31 March       31 March 
                                                 2012           2011 
 
                                                 GBP'000           GBP'000 
 
 Current 
 
 Bank overdrafts                                1,246          1,456 
 
 Current instalments due on bank loans          3,196            779 
 
 Interest rate swaps                               80             97 
 
 Forward foreign exchange contracts                 -            498 
                                           ------------   ----------- 
                                                4,522          2,830 
                                           ------------   ----------- 
 
 
 Non-current 
 
 Non-current instalments due on bank loans      9,205         10,451 
 
 Interest rate swaps                               32             63 
                                           ------------   ----------- 
                                                9,237         10,514 
                                           ------------   ----------- 
 
In the UK, the Group has taken out an interest rate swap for the period 2 August 
2010 to  1 November 2012 for  a fixed  amount of   GBP5m.  In  the US interest rate 
swaps  have been  taken out  for the  period 1 July  2010 to 30 October 2013 for 
fixed and amortising amounts totalling $3.0m at 31 March 2012 (2011: $3.3m). 
 
 
Bank loans 
Bank loans comprise the following: 
                                               31 March       31 March 
                                                   2012           2011 
 
                                                   GBP'000           GBP'000 
 
 Term loans (UK)                                 11,514         10,196 
 
 Term loans (US)                                    887          1,034 
                                             ------------   ----------- 
                                                 12,401         11,230 
 
 Less: current instalments due on bank loans    (3,196)          (779) 
                                             ------------   ----------- 
                                                  9,205         10,451 
                                             ------------   ----------- 
The Group's banking facilities comprise: 
 
UK facilities 
The Group's lending arrangements in the UK are with Barclays Bank plc.  At 31 
March 2012, UK facilities comprised a term loan of  GBP5.7m repayable between April 
2012 and July 2013 (2011:  GBP6.4m repayable between April 2011 and July 2013) and 
a term loan of  GBP3.8m repayable in July 2013 (2011:  GBP3.8m repayable in July 
2013).  During the year, a new loan of  GBP2.0m was negotiated, repayable between 
June 2012 and April 2013.  In addition there is a multi option overdraft 
facility of  GBP5.0m (2011:  GBP3.5m).  Interest cost for the period averaged 3.4% 
(2011: 5.0%) above LIBOR for term loans and 3.3% (2011: 3.6%) above Base Rate 
for the overdraft.  The total debt under committed and revolving facilities is 
subject to four quarterly financial covenant targets reflecting the financial 
performance of the Group excluding the impact of the Foils Americas business 
unit.  Covenants are for Debt Cover, Total Service Payments Cover, Senior 
Interest Cover and Tangible Net Worth.  At 31 March 2012, Debt Cover, the ratio 
of net debt to 12 month trailing EBITDA was 0.3x (2011: 1.0x) and this and all 
other covenant ratios were comfortably within targets. 
 
US facilities 
The US facilities are with Wells Fargo. At 31 March 2012 they comprised 
amortising loans of $1.5m repayable between April 2012 and October 2013 (2011: 
$1.8m repayable between April 2011 and October 2013) and a revolving credit 
facility of up to $5.5m (2011: $5.5m), depending on the level of working 
capital.  Interest cost for the period averaged 4.5% (2011: 4.5%) above LIBOR 
for the term loans and 3.8% (2011: 3.8%) above LIBOR for the credit facility. 
The total debt outstanding is subject to quarterly covenant obligations relating 
to profitability, net worth and cash flow.  During the year to 31 March 2012 the 
US business met all its covenant obligations. The US facilities are secured on 
working capital to the value of  GBP5,823,000 (2011:  GBP6,040,000). 
 
9. Pensions and other post-retirement benefits 
The   Group  operates  a  number  of  pension  schemes.   Current  UK  employees 
participate  in a defined contribution scheme. Overseas employees participate in 
a variety of different pension arrangements of the defined contribution type and 
are  funded  in  accordance  with  local  practice. A non contributory scheme is 
operated  for members of the North New Jersey Teamsters 11 Union employed at the 
Company's  site in Rahway,  New Jersey. This  scheme is a multi-employer defined 
benefit  scheme which is accounted for as  a defined contribution scheme, as the 
information  available from the scheme administrators  is insufficient for it to 
be accounted for as a defined benefit scheme.  Under the rules of the scheme the 
employer  is not liable for  any deficit of the  scheme unless it withdraws from 
the scheme. 
 
In  the UK,  a defined  benefit pension  scheme, the  API Group Pension and Life 
Assurance  Scheme, was  closed to  future accrual  in December 2008.  This was a 
funded pension scheme for the Company and its UK subsidiaries providing benefits 
based on final pensionable earnings, funded by the payment of contributions to a 
separately administered trust fund. A second defined benefit scheme, operated in 
the  US, the  API Foils,  Inc. North  American Pension  Plan, is  also closed to 
future accrual. 
 
 
The assets and liabilities of the defined benefit schemes are: 
 
At 31 March 2012 
                                                      United 
                                    United Kingdom    States      Total 
 
                                              GBP'000     ÂGBP'000       GBP'000 
 
Equities                                    34,508       778     35,286 
 
Bonds                                       21,174       920     22,094 
 
Hedge Funds                                 10,624         -     10,624 
 
Property                                         -        71         71 
 
Cash                                         6,960         -      6,960 
                                   ---------------- --------- --------- 
Fair value of scheme assets                 73,266     1,769     75,035 
 
Present value of scheme liabilities       (80,821)   (2,832)   (83,653) 
                                   ---------------- --------- --------- 
Net pension liability                      (7,555)   (1,063)    (8,618) 
                                   ---------------- --------- --------- 
 
At 31 March 2011 
                                         United        United 
                                        Kingdom        States          Total 
 
                                           GBP'000          GBP'000           GBP'000 
 
 Equities                                42,347           772         43,119 
 
 Bonds                                   28,327           951         29,278 
 
 Property                                     -            72             72 
 
 Cash                                       139             -            139 
                                     ------------   -----------   ----------- 
 
 
 Fair value of scheme assets             70,813         1,795         72,608 
 
 Present value of scheme liabilities   (79,843)       (2,484)       (82,327) 
                                     ------------   -----------   ----------- 
 Net pension liability                  (9,030)         (689)        (9,719) 
                                     ------------   -----------   ----------- 
 
 
 
The  amounts recognised  in the  Group Income  Statement and  Group Statement of 
Comprehensive Income for the year are as follows: 
 
Year ended 31 March 2012 
                                                       United   United 
                                                      Kingdom   States     Total 
 
                                                         GBP'000     GBP'000      GBP'000 
 
Recognised in the Income Statement 
 
Recognised in arriving at operating profit            -              -         - 
 
Expected return on scheme assets                      (4,397)    (119)   (4,516) 
 
Interest cost on scheme liabilities                   4,351        119     4,470 
 
Scheme expenses borne by employers                    784            -       784 
                                                     --------- -------- -------- 
Other finance cost                                    738            -       738 
                                                     --------- -------- -------- 
 
 
Taken to the Statement of Comprehensive Income 
 
Actual return on scheme assets                        4,641         56     4,697 
 
Less: expected return on scheme assets                (4,397)    (119)   (4,516) 
                                                     --------- -------- -------- 
                                                      244         (63)       181 
 
Other actuarial gains and losses                      485        (366)       119 
                                                     --------- -------- -------- 
Actuarial gains and losses recognised in the 
Statement of Comprehensive Income                     729        (429)       300 
                                                     --------- -------- -------- 
 
 
 
 
 
Year ended 31 March 2011 
                                                       United   United 
                                                      Kingdom   States     Total 
 
                                                         GBP'000     GBP'000      GBP'000 
 
Recognised in the Income Statement 
 
Recognised in arriving at operating profit                  -        -         - 
                                                     --------- -------- -------- 
 
 
Expected return on scheme assets                      (4,273)    (128)   (4,401) 
 
Interest cost on scheme liabilities                     4,662      129     4,791 
 
Scheme expenses borne by employers                        584        -       584 
                                                     --------- -------- -------- 
Other finance cost                                        973        1       974 
                                                     --------- -------- -------- 
 
 
Taken to the Statement of Comprehensive Income 
 
Actual return on scheme assets                          4,960      163     5,123 
 
Less: expected return on scheme assets                (4,273)    (128)   (4,401) 
                                                     --------- -------- -------- 
                                                          687       35       722 
 
Other actuarial gains and losses                        5,993    (129)     5,864 
                                                     --------- -------- -------- 
Actuarial gains and losses recognised in the 
Statement of Comprehensive Income                       6,680     (94)     6,586 
                                                     --------- -------- -------- 
 
 
 
The major assumptions used in determining the value of the defined benefit 
schemes are disclosed below. 
 
                                         United Kingdom           United States 
 
                                    31 March   31 March   31 March   31 March 
 
                                        2012       2011       2012       2011 
 
                                           %          %          %          % 
 
 Rate of increase in pensions in 
 payment                                2.20       2.50 
 
 Rate of increase to deferred 
 pensions                               2.20       2.50 
 
 Inflation                              2.20       2.50       3.00       3.00 
 
 Discount rate                          4.85       5.55       4.50       5.00 
 
 Expected rates of return on scheme 
 assets                                 5.20       6.32       6.75       7.50 
 
 Equities                               6.05       7.30 
 
 Bonds                                  4.00       4.85 
 
 Hedge Funds                            6.05        n/a 
 
 Cash                                   0.50       0.50 
 
 Post-retirement mortality (in 
 years): 
 
 Current pensioners at 65 - male        20.3   20.0 
 
 Current pensioners at 65 - female      22.3   22.1 
 
 Future pensioners at 65 - male         22.0   21.8 
 
 Future pensioners at 65 - female       24.3   24.1 
 
These  assumptions have  been selected  after consultation  with the  Group's UK 
pension advisors, KPMG LLP and the Group's US actuaries, Prudential Retirement. 
 
The  rate of increase in  pensions and the inflation  rate assumptions in the UK 
are based on statistics published by the Bank of England for long-term estimates 
of  the Retail  Price Index  ("RPI").  At  31 March 2012, the relevant inflation 
rate based on the RPI for the duration of the UK Scheme was 3.2% (2011: 3.5%). 
The  statutory basis of indexation used by the Scheme is based on the Cost Price 
Index  ("CPI").  It is  estimated that the  long-term CPI is approximately 1.0% 
(2011:  1.0%) lower than the RPI.  A  0.1% variation in the inflation rate would 
result  in  a  change  in  the  present  value  of  the  scheme  liabilities  of 
approximately  GBP0.9m (2011:  GBP0.9m). 
 
The  discount rate for the UK  scheme has been set by  reference to the iBoxx AA 
corporate bond 15-year index.  The rate has been modified to take account of the 
duration  of the scheme,  which is approximately  18 years.  A 0.1% variation in 
the  discount rate would result  in a change in  the present value of the scheme 
liabilities of approximately  GBP1.4m (2011:  GBP1.4m). 
 
In the UK, the mortality assumptions for both the current and previous years are 
based  on nationally published tables using 130% of the S1P*A YoB CMI 2009 model 
with  1.25% long term rate of improvement.  In the US, mortality assumptions are 
in accordance with the IRS Static Mortality tables for the relevant year. 
 
Scheme  assets are stated at their market values at the respective balance sheet 
dates and overall expected rates of return are established by applying published 
brokers' forecasts to each category of scheme assets. 
 
Following  closure of the UK  Scheme to future accrual,  the Group has agreed to 
make  contributions up to 2019 in  order to make up  the funding shortfall.  The 
agreed contributions for the year ended 31 March 2013 are  GBP700,000. 
 
Changes in the present value of the defined benefit obligations are analysed as 
follows: 
 
                                 United       United 
                                Kingdom       States         Total 
 
                                   GBP'000         GBP'000          GBP'000 
 
 At 1 April 2010                83,863         2,464        86,327 
 
 Interest cost                  4,662            129         4,791 
 
 Benefits paid                  (2,689)        (102)       (2,791) 
 
 Actuarial gains and losses     (5,993)          129       (5,864) 
 
 Foreign currency differences   -              (136)         (136) 
                              -----------   ----------   ---------- 
 
 
 At 31 March 2011                79,843        2,484        82,327 
 
 Interest cost                    4,351          119         4,470 
 
 Benefits paid                  (2,888)        (146)       (3,034) 
 
 Actuarial gains and losses       (485)          366         (119) 
 
 Foreign currency differences         -            9             9 
                              -----------   ----------   ---------- 
 
 
 At 31 March 2012               80,821         2,832        83,653 
 
 
                              -----------   ----------   ---------- 
 
 
 
 
 
Changes in the fair value of the defined benefit assets are analysed as follows: 
 
                                   United       United 
                                  Kingdom       States         Total 
 
                                     GBP'000         GBP'000          GBP'000 
 
 At 1 April 2010                  68,142         1,779        69,921 
 
 Expected return on plan assets   4,273            128         4,401 
 
 Employer contributions           400               51           451 
 
 Benefits paid                    (2,689)        (102)       (2,791) 
 
 Actuarial gains and losses       687               35           722 
 
 Foreign currency differences     -               (96)          (96) 
                                -----------   ----------   ---------- 
 At 31 March 2011                 70,813         1,795        72,608 
 
 Expected return on plan assets   4,397            119         4,516 
 
 Employer contributions           700               58           758 
 
 Benefits paid                    (2,888)        (146)       (3,034) 
 
 Actuarial gains and losses       244             (63)           181 
 
 Foreign currency differences     -                  6             6 
                                -----------   ----------   ---------- 
 At 31 March 2012                 73,266         1,769        75,035 
                                -----------   ----------   ---------- 
 
 
 
History of experience gains and losses: 
 
                                                                       Eighteen 
                                                Year     Year     Year   Months 
                                       Year    ended    ended    ended    Ended 
                                      ended       31       31       31 
                                   31 March    March    March    March 31 March 
 
                                       2012     2011     2010     2009     2008 
 
                                       GBP'000     GBP'000     GBP'000     GBP'000     GBP'000 
 
 United Kingdom 
 
 Fair value of scheme assets         73,266   70,813   68,142   55,312   64,851 
 
 Present value of defined benefit 
 obligation                        (80,821) (79,843) (83,863) (61,630) (68,178) 
                                  --------------------------------------------- 
 Deficit in the scheme              (7,555)  (9,030) (15,721)  (6,318)  (3,327) 
                                  --------------------------------------------- 
 Experience adjustments arising on 
 plan liabilities                     7,033        -    (100)      395    2,926 
                                  --------------------------------------------- 
 Experience adjustments arising on 
 plan assets                            244      687   12,772 (11,289)  (3,191) 
                                  --------------------------------------------- 
 
 United States 
 
 Fair value of scheme assets              1,769   1,795   1,779   1,447   1,459 
 
 Present value of defined benefit 
 obligation                             (2,832) (2,484) (2,464) (2,210) (1,614) 
                                       ---------------------------------------- 
 Deficit in the scheme                  (1,063)   (689)   (685)   (763)   (155) 
                                       ---------------------------------------- 
 Experience adjustments arising on plan 
 liabilities                                 40     (5)    (74)      24    (14) 
                                       ---------------------------------------- 
 Experience adjustments arising on plan 
 assets                                    (63)      35     298   (536)    (80) 
                                       ---------------------------------------- 
 
The  cumulative amount of actuarial gains recognised since 1 October 2004 in the 
Group  Statement  of  Comprehensive  Income  is   GBP421,000 (2011:  GBP121,000).  The 
Directors  are  unable  to  determine  how  much  of  the pension scheme deficit 
recognised  on transition to IFRS and taken directly to equity of  GBP13,099,000 is 
attributable  to actuarial gains  and losses since  inception of those schemes. 
Consequently,  the Directors  are unable  to determine  the amount  of actuarial 
gains  and losses  that would  have been  recognised in  the Group  Statement of 
Comprehensive Income before 1 October 2004. 
 
                                    - Ends - 
 
 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: API Group PLC via Thomson Reuters ONE 
[HUG#1615407] 
 

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