Filtronic Regulatory News (FTC)

Filtronic plc

Tel. 01325 301111

Howard Ford, Chairman

Hemant Mardia, CEO

Mike Brennan, CFO

Panmure Gordon (UK) Limited

Tel. 020 7459 3600

Dominic Morley

Walbrook PR Ltd

Tel. 020 7933 8787

Paul McManus

Mob. 07980 541 893

paul.mcmanus@walbrookpr.com

1.

Panmure Gordon will arrange the Placing as agent for and on behalf of the Company. Participation will only be available to persons invited to participate by Panmure Gordon. Panmure Gordon will, following consultation with the Company, determine the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee.

2.

The price payable per new Ordinary Share shall be the Placing Price.

3.

A Placee's commitment to acquire a fixed number of Placing Shares will be agreed with and confirmed to it orally by Panmure Gordon (the "Placing Commitment") and a contract note (a "Contract Note") will be dispatched as soon as possible thereafter. The oral confirmation to the Placee by Panmure Gordon (the "Oral Confirmation") constitutes an irrevocable, legally binding contractual commitment to Panmure Gordon (as agent for the Company) to acquire the number of Placing Shares allocated to it on the terms set out in this appendix.

4.

Commissions will not be paid to Placees in connection with the Placing.

5.

Panmure Gordon has the right, inter alia, to terminate the agreement entered into between Panmure Gordon,and the Company in connection with the Placing (the "Placing Agreement") (after such consultation with the Company as the circumstances may allow) at any time prior to Admission if, inter alia, (i) any of the warranties contained in the Placing Agreement are untrue, inaccurate or misleading in any material respect; or (ii) there occurs an event of force majeure. If the Placing Agreement is terminated prior to Admission, the Placing will lapse and the rights and obligations of the Placees hereunder shall cease and determine at such time and no claim can be made by any Placee in respect thereof. In such event, all monies (if any) paid by the Placees to Panmure Gordon at such time shall be returned to the Placees at their sole risk without any obligation on the part of the Company or Panmure Gordon or any of their respective affiliates to account to the Placees for any interest earned on such funds. The Placees acknowledge and agree that the Company and Panmure Gordon may, at their sole discretion, exercise their contractual rights to waive or to extend the time and/or date for fulfilment of any of the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments.

6.

Neither Panmure Gordon nor the Company shall have any liability to any Placee nor shall they owe any Placee fiduciary duties in respect of any claim they may have under the Placing Agreement (or, in either circumstance, to any other person whether acting on behalf of a Placee or otherwise) in respect of the exercise of its contractual rights to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of termination of the Placing Agreement or in respect of the Placing generally.

7.

Each Placee acknowledges to, and agrees with, Panmure Gordon for itself and as agent for the Company, that except in relation to the information in this announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing.

8.

Settlement of transactions in the Placing Shares following Admission will take place within CREST, subject to certain exceptions. Panmure Gordon reserves the right to require settlement for and delivery of the Placing Shares to the Placees in such other means that it deems necessary if delivery or settlement is not possible within CREST within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the jurisdictions of such Placees.

9.

It is expected that settlement of the Placing will occur on 8 August 2011, on which date each Placee must settle the full amount owed by it in respect of the Placing Shares allocated to it. Panmure Gordon may (after consultation with the Company) specify a later settlement date (or dates). Payment must be made in cleared funds. The payment instructions for settlement in CREST and settlement outside of CREST will be set out in the Contract Note. The trade date of the Placing Shares is 2 August 2011. Interest is chargeable daily on payments to the extent that value is received after the due date at the rate per annum of 2 percentage points above the Barclays Bank plc base rate. If a Placee does not comply with these obligations, Panmure Gordon may sell the Placing Shares allocated to such Placee (as agent for such Placee) and retain from the proceeds, for its own account, an amount equal to the Placing Price plus any interest due. The relevant Placee will, however, remain liable, inter alia, for any shortfall below the Placing Price and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf. Time shall be of the essence as regards the obligations of Placees to settle payment for the Placing Shares and to comply with their other obligations under this appendix.

10.

If Placing Shares are to be delivered to a custodian or settlement agent of a Placee, the relevant Placee should ensure that its Contract Note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are to be registered in the name of a Placee or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees should match the CREST details as soon as possible or if using a settlement agent they should instruct their agent to do so. Failure to do so could result in a CREST Settlement fine.

1. 1.

represents and warrants that it has read this announcement in its entirety and acknowledges that its participation in the Placing will be governed by the terms of this announcement (including this appendix) and the Placing Agreement;

2. 2.

represents, warrants and undertakes that it will acquire the Placing Shares allocated to it in the Placing and pay up for the same in accordance with the terms of this appendix failing which the relevant Placing Shares may be placed with other Placees or sold as Panmure Gordon determines and without liability to such Placee;

3.

acknowledges and agrees that no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;

4. 3.

confirms Panmure Gordon's absolute discretion with regard to the Placing Agreement and agrees that Panmure Gordon owes it no fiduciary duties in respect of any claim it may have relating to the Placing;

5. 4.

undertakes and acknowledges that its obligations under the Placing are legally binding and irrevocable;

6. 5.

represents and warrants that it is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed and complied with such laws and obtained all such governmental and other guarantees and other consents which may be required thereunder and complied with all necessary formalities;

7.

represents and warrants that it has not offered or sold or subscribed or acquired and will not offer or sell or subscribe for or acquire any Placing Shares in circumstances which would constitute an offer of securities to the public requiring the publication of a prospectus under the Prospectus Directive in the United Kingdom or elsewhere;

8. 6.

acknowledges that it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this announcement (including this appendix and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this announcement);

9. 7.

represents and warrants that the issue to the Placee, or the person specified by such Placee for registration as holder of Placing Shares, will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services);

10. 8.

represents and warrants that it is aware of and has complied with its obligations in connection with money laundering under the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 (the "Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it and that the applicable procedures have been carried out to verify the identity of the third party as required by the Regulations;

11. 9.

represents and warrants that it is a person falling within Article 19 (5) or Article 49(2)(a) to (e) of the Order and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

12. 10.

represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise;

13. 11.

represents and warrants that its obligations under the Placing are valid, binding and enforceable and that it has all necessary capacity and authority, and has obtained all necessary consents and authorities to enable it to commit to participation in the Placing and to perform its obligations in relation thereto and will honour its obligations (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement);

14. 12.

acknowledges that Panmure Gordon is acting solely for the Company and that participation in the Placing is on the basis that it is not and will not be a client or customer of Panmure Gordon or any of its affiliates and that Panmure Gordon and its affiliates have no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of Panmure Gordon's rights and obligations thereunder, including any right to waive or vary conditions or exercise any termination right;

15. 13.

undertakes and agrees that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) a nominee of the Placee, (ii) neither Panmure Gordon nor the Company or any of their respective affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire Placing Shares on the basis that they will be allotted to the CREST stock account of Panmure Gordon which will act as settlement agent in order to facilitate the settlement process;

16. 14.

acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract;

17. 15.

acknowledges and agrees that the Placing Shares have not been and will not be registered under the US Securities Act or under the relevant securities laws of any state of the United States, that the relevant clearances have not been and will not be obtained from the Securities Commission of any Province of Canada and that the Placing Shares have not been and will not be registered under the relevant securities laws of any of Australia, Japan, the Republic of Ireland or South Africa or any state or territory within any such country and, subject to certain limited exceptions, may not be, directly or indirectly, offered, sold, renounced, transferred, taken-up or delivered in, into or within those jurisdictions;

18. 16.

represents, warrants and acknowledges to Panmure Gordon for itself and as agent for the Company that the Placing Shares are being offered and sold to it in reliance on a safe harbour from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act , it is outside the United States and it will only offer and sell the Placing Shares outside the United States in offshore transactions in accordance with Regulation S of the Securities Act or otherwise pursuant to an exemption available under the Securities Act;

19. 17.

represents, warrants and undertakes and agrees that none of the Company or Panmure Gordon or any of their respective affiliates (as defined in Rule 501(b) of the US Securities Act) nor any person acting on its or their behalf have engaged in any "general solicitation or general advertising" (within the meaning of Regulation D under the US Securities Act) or "directed selling efforts" (as defined in Regulation S under the US Securities Act) in connection with any offer or sale of the Placing Shares;

20. 18.

acknowledges that the agreement to settle each Placee's subscription (and/ or the subscription of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Panmure Gordon nor any of their respective affiliates will be responsible. If this is the case, the relevant Placee should take its own advice and notify Panmure Gordon accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares; and

21. 19.

acknowledges that any monies of any Placee or any person acting on behalf of the Placee held or received by Panmure Gordon will not be subject to the protections conferred by the FSA's Client Money Rules. As a consequence, these monies will not be segregated from the monies of Panmure Gordon and may be used by Panmure Gordon in the course of its business, and the relevant Placee or any person acting on its behalf will therefore rank as a general creditor of Panmure Gordon.