TSW Company Report 1992

Brian Bailey

Chairman's Report 1992

Employees and ex-employees, in the wake of the Maxwell scandal are naturally concerned about the TSW Pension Fund. We have always insisted on strong staff representation on the Board of Trustees and the Company has consistently worked to ensure that all present and future liabilities can be met. This is not easy. particularly as future liabilities of the pension fund stretch well into the next century However, we have taken the best independent professional advice and based on this advice we have made full provision for the additional level of funding which we believe maybe necessary for these liabilities to be met.

Telethon

It was typical of the attitude of TSW staff that they responded enthusiastically and selflessly to the call to help others. The Telethon, inevitably more modest than its predecessors because of the recession, was a remarkable success, raising almost £400.000 for distribution to deserving South Western causes.

Archive

We have always taken very seriously our role as a public service. One of our final actions has been to donate our film archive to the local community. It constitutes a treasure chest of material depicting every aspect of life in the South West and, already, has attracted considerable interest as other organizations such as the BBC in the South West have offered to add their own archives to ours. An independent Board of Trustees has been appointed to administer the archive.

Acknowledgments

Maintaining high standards while restructuring and running down a company's activities is never easy. From employing well over 300 people, by lst January. 1993 our ranks had been reduced to about 30 employees. Soon there will be about half-a-dozen. The Board did not exempt itself from this transformation. During the year our Managing Director, Harry Turner, Paul Stewart Laing, the Director of Programmes, Martin Bowley, the Sales Director, and David Jenkin, the Director of Engineering all resigned. The Company Secretary and Director of Personnel, Ivor Stolliday. ceased to be an Executive Director on 3lst December. 1992.

On that day seven of our non-Executive Directors, Sir John Colfox Bt., Douglas Hale, The Earl of Iddesleigh, Gareth Keene, John Peters, Norman Thompson and Bernard Webster resigned. To all of them TSW owes grateful thanks: they created a company which served our region and shareholders well for 11 years.

UK Safety Group

On 8th April. 1993, the Board announced that the Company had made conditional offers to acquire UK Safety Group Limited for a consideration of £9.5 million. In conjunction with this acquisition the Board is proposing to raise approximately £ 1.5 million. net of expenses. by means of a Rights Issue.

UK Safety Group operates in the domestic and international markets for personal protective equipment and clothing. The main business activity of the UK Safety Group is the manufacture and distribution of leather safety footwear in the UK, in which segment of the personal protective equipment market it is the market leader.

The acquisition will allow application to be made for the Ordinary Shares to be re-admitted to the Official List providing shareholders with continued liquidity and will allow the remaining assets and liabilities of TSW to be realised and discharged within a going concern.

Given the changed nature of the Company's activities it is the intention of your Directors, with the exception of John Roberts, to step down in favour of the current directors of UK Safety. In addition, it is proposed that the Company's name should be changed to UK Safety plc, which will reflect more accurately the enlarged Group's new activities. and that new Articles of Association should be adopted and appropriate alterations made to its Memorandum of Association. UK Safety will be able to restructure its indebtedness and substantially reduce its gearing as part of our group. Following the acquisition new banking arrangements will be put in place.

Approval for these proposals is being sought at an Extraordinary General Meeting to be convened for 4th May, 1993 (immediately following the Company's Annual General Meeting). Full details of the proposed acquisition are set out in a circular and accompanying draft listing particulars which are being sent to shareholders today.

Brian Bailey

8th April, 1993

(Taken from the TSW company annual report)