PROJECT BRUCE

“Scaling up our activities in China”

October 2013

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The information contained in these slides and the accompanying verbal presentation (together, the “Presentation”) have not been approved by the Financial Conduct Authority ("FCA") nor any other competent regulatory or supervisory body. Reliance upon the Presentation for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. If any person is in any doubt as to the contents of the Presentation, they should seek independent advice from a person who is authorised for the purposes of the Financial Services and Markets Act 2000 ("FSMA") and who specialises in advising in investments of this kind.

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The Presentation or documents referred to in it contain forward-looking statements, and the Presentation itself has been based upon a number of assumptions, forecasts and projections which by their nature are forward looking. These statements relate to the future prospects developments and business strategies of the Company. Forward-looking statements are identified by the use of such terms as "anticipate", "assumes", “believe”, “could”, “envisage”, “estimate”, "expect", "forecast", “potential”, “intend”, “may”, “plan”, "should", “will” or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements contained in the Presentation are based on current expectations and beliefs and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. These forward-looking statements speak only as at, and on the basis of information known at, the date of the Presentation.

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The Presentation is intended to provide a general overview of the Company's creasing matrix business and certain of its subsidiaries' ("Group") business and does not purport to deal with all aspects and details regarding business of the Group. The contents of the Presentation are not under any circumstances to be construed as legal, business, financial or tax advice. Recipients of this Presentation should consult with their own lawyers, financial advisers or tax advisers for legal, financial, tax or investment advice.

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the prior written consent of the Company.

DISCLAIMER

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Acquisition

Financial Information

Funding Structure, Returns & Synergies

Key Risks

Summary

OUTLINE

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BACKGROUND

• Plastics Capital (“PC”) has 4 trading business, one of which is C&T Matrix (“C&T”)

• C&T focuses on the manufacturer and sale of creasing matrix and accessories for the box making industry

• Management consider C&T to be the world leader in the manufacture of plastic creasing matrix

• Exports from UK to ~90 countries around the world; factory based in Wellingborough

• Sales through ~130 distributors, most of whom have mutually exclusive arrangements

• C&T is PC’s third largest business in terms of sales

Sales As a %£ of Sales

Bell 3,102 10%BNL 11,243 36%C&T 5,596 18%Palagan 11,466 37%

31,407

Year ending 31-March-2013

Source: Annual Report 2013

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ACQUISITION

• Over the last 3 years PC has been steadily building its activity in China

• Local market sales is the focus – strong growth in an already large market

• Currently, local sales of c£0.5m; 7 staff

• Focus on bearings, matrix and mandrels

• Production facility for machined bearings being set up – almost ready to start operations

• Local market size for our products is estimated by management to be >£20m and growing >10% p.a.

• Progress in China to date has been good but we still lack scale

• Difficult to justify employing senior local management

• Difficult to attract staff

• PC now has an opportunity to acquire Shengli, the main Chinese manufacturer of creasing matrix

• Discussions have been going on over last 12 months

• Heads of Terms agreed in March 2013 and DD has been completed since

• Shengli makes plastic creasing matrix primarily for the Chinese market

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SUMMARY BACKGROUND ON SHENGLI• Established in 1998 by Beijing Weiye, a printing machinery manufacturer with significant property

interests controlled by Chairman Sun, a Chinese entrepreneur

• The business is located in the Tongzhou District of Beijing (one hour from the city centre)

• 50 employees (as at 31 March 2013)

• Good factory by local Chinese standards – good quality/engineering

• Well respected brand name

• Domestically, Shengli is a leading player, with a local market share of 30%

• C&T has 8% market share in China

• International sales represent c15% of total sales; globally Shengli’s market share is estimated by management to be 10%

• The company has built up a distribution network throughout China - the distribution network consists of 60 tier-one distributors and 45 tier-two agencies. In addition, the company has around 150 direct customers

• The vendor wants to focus on the property and machinery parts of his business which are significantly larger than Shengli – also, the market is becoming more competitive

• All the creasing matrix related business has been placed into a newly registered company while leaving all property and machinery related business in the existing entity.

• We will acquire the newly registered company

• The acquisition will give PC scale in China to establish a management infrastructure and will enable C&T/Shengli to achieve some significant synergies

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ACQUISITION – THE CHINESE CREASING MATRIX MARKET

• Market Size – China is one of the world’s largest markets

• Chinese market is c£5m

• Growing at between 15-20% per annum

• Increasing importance of China-to-China business

• Chinese Market Share (revenue) – this acquisition will enable PC to be No. 1 in China

• Shengli = 30-35%

• CITO = 30-35% (global share = 35%)*

• C&T = 8% (global share = 35%)*

• Others = 28% (includes imported and ~5-10 small local producers)

• Distributors

• Critical players in the creasing matrix supply chain

• Stock matrix and supply to local box-makers and print finishers with other consumables

• Loyal to one brand of matrix producer, often exclusivity applies – so become a key barrier to entry

* Management estimate

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Acquisition

Financial Information

Funding Structure, Returns & Synergies

Key Risks

Summary

OUTLINE

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FINANCIAL INFORMATION ON SHENGLI• Summary Profit & Loss

• The business has seen significant growth over the last 4 years• Competition has increased and Shengli has responded by reducing prices in 2013

• Prices will continue to fall but sales growth and manufacturing cost reductions should more than compensate (raw material savings and operational efficiencies)

• Profitability is high – EBITA margins of 35% in H1 2013

• Significant synergies expected to materially improve profitability of Shengli over a 3 year period (60/40 sales/costs synergies)

Summary P&L Actual Actual Actual Actual

Y/e 31 December 2010A 2011A 2012A H1 2013A

£'000 £'000 £'000 £'000

Total Sales 1,580 1,722 1,978 993 CAGR of 8% (2010 to 2013)

COGS (556) (517) (657) (394)Statutory Gross Profit 1,024 1,204 1,321 599Gp% 65% 70% 67% 60%

EBITA 718 748 844 343EBITA % 45% 43% 43% 35%

Amortisation (145) (145) (145) (72)Finance expense (1) (1) 3 -Trademark licence fee (52) (52) (52) (26)Profit before tax 521 550 651 245

Income tax (145) (150) (178) (61) Tax rate of 25%Net income 376 400 473 184Note: All actual results have been translated at the current RMB/£ fx rate of 9.67RMB/£Source: Financial DD

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FINANCIAL INFORMATION

• Summary Estimated Cash Flow

• The business is highly cash generative (see table)

• The 2013 estimate shows Operating Cash Flow of c£350k – this offers significant opportunity therefore to service existing and future debt and continue to pay dividends

• Licence fee payment allows PC to use the Shengli trademark for 10 years (extendable for further 10 years)

• Summary Balance Sheet

• The completion balance sheet is based on the estimated position at the end of December

• Cash of £100k will be left on the balance sheet and will be acquired on a debt-free basis

• Intangibles relate to intellectual property associated with Shengli’s patent (proprietary technology)

£'000Non-Current Assets 90Intangibles 920Current Assets 1,320Total Assets 2,330

Current Liabilities 410

Net Assets 1,920

2013E£'000

EBITDA 700Working capital -100Capex -100Corporation Tax -100Licence Fee -50

Operating Cash Flow 350* current estimated run rate cash flowSource: Plastics Capital’s estimate

Source: Plastics Capital’s estimate

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Acquisition

Financial Information

Funding

Key Risks

Summary

OUTLINE

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PRINCIPAL DEAL TERMS

• Consideration payable (RMB 21.7m or £2.2m):

• 12.5m RMB (c£1.25m) payable on completion

• 9.2m RMB (c£0.92m) payable approximately 30 days later once the completion balance sheet has been agreed

• On-going Charge

• Licence Fee – 0.5m RMB (c£50k) annual payment for 10 years. Extendable for a further 10 years at our option for 0.75m RMB (c£75k) per year

• Offset against licence fee is permissible in event of any breach of SPA, plus a further penalty of 2.0m RMB (c£200k) in this event

• 1m RMB (c£100k) cash is to be left on the balance sheet for working capital

• Completion conditional and expected by the end of November / December

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ACQUISITION PRICE & FUNDING

Acquisition Price & Fees

RMB '000

Acquisition Acq Price 21,700 Fees 5,300

27,000

• The acquisition price is 3.2x (EV:EBITDA) in 2013 – we are trading on a current year multiple of 7.2x

• Exchange is scheduled for end of September with completion at the end of November / December

• Fees will be expensed as an exceptional cost

Funding

• We have been in discussions with several banks and have the option of funding the acquisition with debt

• We have been advised that raising some equity could be preferable

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Acquisition

Financial Information

Funding

Key Risks

Summary

OUTLINE

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KEY RISKS

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Acquisition

Financial Information

Funding

Key Risks

Summary

OUTLINE

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SUMMARY• This acquisition will allow us to significantly strengthen/scale up both our activities in China and our creasing

matrix business

• In China, sales will go from £0.5m to £2.5m

• In matrix, sales will increase from £6m to £8m

• Shengli is highly profitable (EBITDA margin > 30%) and cash generative

• Its brand is strong and recognised as a market leader in PVC matrix

• Significant synergies expected over 3 years

• The financial returns are attractive and the transaction is expected to be EPS accretive in the first full year

• This will improve in subsequent years as synergies come through

• Risks are mitigated – we will remain vigilant

• Next steps

• Finalisation of legal agreements – end September

• Funding confirmed in principle – end September

• Transition management and fulfilment of precedent conditions – October to December

• Regulatory approval – end November / December