Thorpe Regulatory News (TFW)

Preliminary Results

for the year ended 30 June 2011 (Unaudited)

FW Thorpe Plc, designer and manufacturer of professional lighting equipment for the specification market, is pleased to announce its preliminary results for the year ended 30 June 2011.

\* Total figures presented in the key points and Chairman's statement include discontinued operations as reported to and reviewed by the chief operating decision maker in order to reflect the group's performance in comparison to the previous year. The continuing operations are the statutory results required to be disclosed under International Financial Reporting Standards.

Key points:

Total interim and final dividend 17.6p (2010: 16.7p) 5.4% increase

Potential sale of Mackwell Electronics - negotiations at an advanced stage

Thorlux Application Centre opened

Portland Lighting acquisition completed subsequent to year end

For further information please contact:

CHAIRMAN'S STATEMENT

I am pleased to be able to report another successful year for F W Thorpe Plc, despite a continuing uncertain global and national financial environment.

In referring to the group's performance below for comparative purposes, we have compared continuing operations, being those figures required for disclosure under International Financial Reporting Standards, plus discontinued operations.

On the basis of the above, total revenues increased 12% from £55.6m to £62.5m with an accompanying increase in operating profit of 13% from £11.2m to £12.6m. Income from investments also improved to £376k, giving a resulting group profit before taxation of £12.9m.

These figures, happily, indicate a resumption of an increasing earnings per share path.

Last year, I commented on the likely situation with a new coalition government of a future governed by "things coming home to roost". I would suggest that this is the situation in which we now find ourselves both nationally and internationally with some western governments in danger of defaulting on their loans.

Nationally, "the cuts" are having a patchy effect and it is with thanks that I can say that, by and large, your company's market is in between the patches.

Infrastructure upgrades have to continue and with the energy saving "driver" becoming progressively more important your company's products are where they should be, although at this time we would like to be offering in a number of market areas where we are currently absent.

On the export front the euro stayed fairly stable throughout the period 30th June 2010/2011 although the pound strengthened somewhat against the dollar. Group wise the stable euro allowed further strengthening of export channels for the luminaire manufacturers within the group and the trend of a slightly weakening dollar against the pound allowed lower purchase costs for our electronics company Mackwell Electronics Ltd. The main constraints on luminaire sales outside Europe were the finishing of some large one off supply contracts in the Middle East and, within Europe, financial constraints in certain areas such as the Republic of Ireland. Group exports totalled £10.7m for the year to 30th June 2011 compared to £10.5m for the previous corresponding period.

2010/2011 also saw your company return to a path of further investment in the group, investing some £2.2m during the year. Some investments to note were a new sheet metal punching machine for Compact Lighting Ltd for £250k, the movement of the incumbent Compact Lighting Ltd metal punching machine to Solite Europe Ltd in Manchester, the decision to purchase, requiring part payment during the year of a new sheet metal laser/punching machine for Thorlux Lighting for £150k, the purchase of Portland Lighting Ltd as announced on 1st July 2011, and the building of a new 350 square metre 'Applications Centre' at Thorlux Lighting about which more will be explained in the Thorlux Lighting section.

The year also brought a re-crystallising of group future strategy emphasising that your company should return itself to a pure lighting fittings and controls systems entity. It has become our intention, therefore, to sell Mackwell Electronics Ltd and at this time I would report that talks are well advanced with a potential purchaser, Mr Nicholas Brangwin, Mackwell's current Sales Director.

Mackwell was originally purchased in 1990 to secure a supply of emergency lighting control gear for Thorlux Lighting, the only trading company in F W Thorpe Plc at that time. It was seen that emergency lighting would become increasingly required but emergency lighting control gear was hard to source. The purchase of Mackwell Electronics Ltd solved this problem. Now, however, developments in emergency lighting are very pointedly towards the use of LED systems and this situation has required Mackwell Electronics to invest in LED technology. To justify this expense it has had to diversify its product range into the provision of complete LED emergency lighting luminaires and systems which often mirror products offered by other group companies and which are placed on the general market for sale to other OEM's.

Mackwell needs to and will continue to tailor its range more towards emergency LED control gear, luminaires and systems and needs to be free to do so. Separating Mackwell from the group will, further, allow other group companies to devote their efforts simply to pure lighting matters.

Whilst there can be no guarantee that the sale will complete, discussions are at an advanced stage. The transaction will as a result of certain terms, in accordance with the Companies Act, be subject to shareholder approval.

Group results stated at the start of this report allow your Board to recommend a final dividend of 13.3p per share (2010 12.6p) which added to the interim paid in May 2011 totals a dividend of 17.6p per share (2010 16.7p).

Thorlux Lighting

Thorlux, our commercial and industrial lighting systems firm achieved another successful year deriving great benefit from the ever increasing thirst for energy saving lighting. Energy prices and the advance in efficiency of lighting technology now make it possible for an installation installed in only recent years to be replaced with the expectation of a short payback due to energy costs savings.

The impetus of product development continues with many products being increasingly offered in LED variants whilst new LED specific luminaires are being designed and introduced. In the field of general lighting, LED technology still has a way to go before cost savings can be easily achieved in comparison to more conventional solutions. The introduction of new and improved lighting control systems will also feature in the coming year.

During this financial year some £150k has been invested in improvements to the powder coating plant allowing quicker colour changes and some £150k has been advanced for the purchase of a new sheet metal laser/punching machine which will have cost some £1m by the time it is installed later in 2011.

The year also saw Thorlux build a new 350 square metre, £350k 'Applications Centre' now fitted out with many and various forms of Thorlux luminaire and control systems allowing 'active' demonstrations in real life surroundings. Unlike a 'static' show room the emphasis here is to allow dynamic demonstrations. The centre includes sample classrooms, prison cells, mock road tunnels, a hospital ward and a simulated park area.

The continuing increase in volume and complexity of Thorlux products is taking its toll on capacity availability at the Thorlux Works and serious thought is being given to the provision of future capacity requirements and the possible costs thereof.

Export efforts continue internationally with the Republic of Ireland market holding up well despite their economic woes, Thorlux Australasia gaining further orders and credibility as it advances and Thorlux Germany starting to mature nicely with further small but continuing market penetration.

Mackwell Electronics Ltd

Mackwell, being a manufacturer of emergency lighting control gear and systems has enjoyed the slight strengthening of the pound against the dollar, assisting in component purchases usually priced in dollars.

Control gear for LED emergency lighting solutions now makes up around 35% in value of Mackwell sales, with an increasing trend. Control gear for traditional fluorescent based emergency lighting is still a major part of the company's offering and is, especially, important still for some export areas.

Careful management and hard selling have restored revenues to an upward direction and profitability to pre 2009/10 levels.

Compact Lighting Ltd

Compact, our retail lighting specialist manufacturer in Portsmouth, enjoyed a much improved year despite much of their sales force leaving by one means or another or retiring. A stalwart effort by senior management has kept progress on track and a new sales team is now in place.

The general retail environment has been flat in regards to new stores and refit work but the location and servicing of new customers, as mentioned in last year's report, with forward looking expansion plans has been the foundation of a good year.

It is pleasing to report that the popularity of the increasing variety of highly tooled ranges of Compact Lighting products continues helping to meet our aim of making Compact a high end player in the retail and display lighting market.

Philip Payne Ltd

Philip Payne Ltd, manufacturer of high specification exit signage also resumed a growth path returning both revenue and profit to pre 2009/10 levels.

Mr David Ball who was reported has having assumed the position of Operations Director last year has successfully undertaken the role and now provides the group with the comfort of a solid "deputy" in this small company.

A most notable achievement for Philip Payne Ltd during this period is the success being gained on the export market especially, in Eastern Europe and the Middle East. A number of specifications have been gained through London specifiers and now specifications are appearing having been generated in those markets themselves.

A notable such job completed during the 2010/11 year has been the supply of exit signage for the Qatar National Convention Centre in the Middle East.

Sugg Lighting Ltd

Sugg Lighting, the group heritage lighting manufacturer and refurbisher has operated in a similar vein to 2009/2010 wherein, not withstanding all the craftsmanship of the out coming product, respectable profit levels are still required from their efforts. Input pleasingly improved some 13% but a similar increase in profit was not achieved.

The new northern salesman for this small company made an immediate effect in his territory and provided a good contribution to the sales input. If sales can increase there must be profit to be made and greater efforts are required in this regard.

A notable achievement for Sugg Lighting during the year has been the refurbishment of the Gas Rochester Lanterns in Henrietta Street near Covent Garden in London.

Solite Europe

Solite Europe being a specialist manufacturer of luminaires for "clean rooms" joined the group during 2008/9 providing a small resultant loss for that year. Subsequently, as previously reported, a deal of work was completed improving literature, providing a website, and making various improvements in the manufacturing area.

Since that date performance has continued improving to produce for the year 30th June 2010/11, a revenue of over £1.2m with an associated profit of over 17%.

It is with the above in mind that I must bid thanks to retiring MD, Mr Keith Bennett and thank him not only for his great efforts over his years with Solite but also for enthusiastically joining F W Thorpe Plc a year or two ago. Keith, in fact, is continuing for a number of months more as part time Sales Director, however, I would like to take this opportunity of wishing him well in his eventual retirement.

It is, therefore, with great pleasure that I would like to welcome Mr "Phil" Myles as the new Managing Director of Solite Europe Ltd. Phil has spent a number of years in the lighting industry and has a wealth of lighting knowledge especially in regard to educational and clean room lighting. He joined the group as Thorlux Educational Product Manager in 2009. The Board wishes Phil every success in his new role.

People

It has been a busy year in most areas of F W Thorpe Plc and sometimes there have been the frustrations that come with a busy schedule. We should not forget, however, that any such feelings cannot match the frustration of those who want work but cannot find it. We should be grateful for our positions.

So, to all those lucky ones within F W Thorpe Plc may I take this opportunity to offer my thanks for their diligence, hard work and loyalty throughout the year.

The Future

The times are very difficult to predict as I, and others have said for quite a period now. A month before the time of writing things were getting better, now they are not again and the talk is of Greece once more.

This past year has been more successful than we could have envisaged at the start but in the light of spending reductions by the UK's biggest customer, the Government, we must continue striving to give our customers what they desire and control our costs as well as is feasible, in an effort to further improve our market share.

This we will do to the best of our ability.

A B Thorpe - Chairman

22 September 2011

CONSOLIDATED RESULTS (UNAUDITED)

Consolidated income statementfor the year ended 30 June 2011

*Group revenues, expenses and profit after tax comprise only continuing operations in accordance with IFRS.

Earnings per share for continuing and discontinued operations attributable to the equity holders of the company during the year (expressed in pence per share).

CONSOLIDATED RESULTS (UNAUDITED)

Consolidated statement of comprehensive incomefor the year ended 30 June 2011

All comprehensive income is attributable to the owners of the company.

CONSOLIDATED RESULTS (UNAUDITED)

Consolidated balance sheetas at 30 June 2011

CONSOLIDATED RESULTS (UNAUDITED)

GROUP STATEMENT OF CHANGES IN EQUITY

for the year to 30 June 2011

CONSOLIDATED RESULTS (UNAUDITED)

Consolidated statement of cash flowsfor the year ended 30 June 2011

Notes (Unaudited)

1. Basis of preparation

F W Thorpe Plc's preliminary results for the year ended 30 June 2011 have been approved by the board of Directors on 22 September 2011 and are unaudited. The financial information set out in the announcement does not constitute the Company's statutory accounts for the years ended 30 June 2011 or 30 June 2010. The consolidated financial statements for the year to 30 June 2011 have been prepared in accordance with the recognition and measurement principles of applicable International Financial Reporting Standards, IFRS's, as adopted by the European Union and issued by the International Accounting Standards Board and the Alternative Investment Market (AIM) Rules for Companies.

The unaudited preliminary information above has been prepared on the basis of the accounting policies set out in the annual financial statements for the year ended 30 June 2010 on a consistent basis. The accounts for the year ended 30 June 2010 have been delivered to the Registrar of Companies, and the auditors' report was unqualified and did not contain a statement under section 498(2) and (3) of the Companies Act 2006.

The financial statements are presented in Pounds Sterling, rounded to the nearest thousand.

The preliminary results have been prepared on the historic cost basis as modified by the revaluation of available for sale financial assets at fair value through profit or loss.

2. Segmental analysis

The segmental analysis is presented on the same basis as that used for internal reporting purposes. For internal reporting, F W Thorpe is organised into six operating segments based on the products and customer base in the lighting market - the largest businesses are Thorlux which manufactures professional lighting systems for industrial, commercial and controls market, and Mackwell which manufactures emergency lighting components. The four remaining operating segments have been aggregated into the "other companies" reportable segment based upon their size, which represents the entities Compact Lighting, Philip Payne, Sugg Lighting and Solite Europe.

F W Thorpe's chief operating decision maker (CODM) is the Group Board. The Group Board reviews the Group's internal reporting in order to monitor and assess performance of the operating segments for the purpose of making decisions about resources to be allocated. Performance is evaluated based on a combination of revenue and operating profit.

Mackwell Electronics Ltd has been disclosed as discontinued (see note 11), however, the CODM continue to receive and review their results.

Notes (continued)

2. Segmental Analysis (continued)

Inter-segment adjustments to operating profit consist of property rentals on premises owned by FW Thorpe Plc, adjustments to profit related to stocks held within the group that were supplied by another segment and adjustments to investment provisions relating to group companies.

Notes (continued)

3. Earnings per share

Basic earnings per share are calculated by dividing the profit attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period, excluding ordinary shares purchased by the Company and held as treasury shares. There were no movements of treasury shares during the year.

Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The company does not have any dilutive potential ordinary shares; hence there is no difference between basic earnings per share and dilutive earnings per share.

Earnings per share are computed as follows:

4. Dividends

Dividends paid during the year are outlined in the table below:

A final dividend of 13.30p (2010:12.60p) per share is proposed and, if approved, will be paid on 17 November 2011 to shareholders on the register on 21 October 2011. The ex-dividend date is 19 October 2011.

Notes (continued)

4. Dividends (continued)

5. Short term financial assets

Short term financial assets comprise cash held on deposits maturing between 3 and 12 months.

6. Taxation

The effective tax rate for continuing operations is 27.5% (2010: 27.6%).

7. Cash generated from operations

The cash generation from continuing operations is as follows:

Notes (continued)

7. Cash generated from operations (continued)

The cash generation from discontinued operations is as follows:

8. Intangible assets

Notes - continued

9. Property, plant and equipment

10. Post balance sheet events

On 1 July 2011 the group acquired 100% of the share capital of Portland Lighting Ltd for an initial amount of £2.5m. There is also potential deferred consideration payable which is dependent upon the ongoing profitability of the company for the next two years. The net assets acquired amount to £0.4m, at the time of this announcement the group has not finalised a fair value exercise over the acquired assets and liabilities of the company.

11. Assets held for sale

During the financial year the group has been in discussion with Nicholas Brangwin with regard to the potential purchase of Mackwell Electronics Ltd. The board has unanimously agreed to proceed with the transaction and it is expected to be completed within the next few months, although not guaranteed. The deal will be subject to shareholder approval under the Companies Act. As the sale of the Mackwell business is deemed highly probable at the balance sheet date it has therefore been treated as held for sale at the end of the year.

12. Cautionary statement

Sections of this report contain forward looking statements that are subject to risk factors including the economic and business circumstances occurring from time to time in countries and markets in which the group operates. By their nature, forward looking statements involve a number of risks, uncertainties and future assumptions because they relate to events and/or depend on circumstances that may or may not occur in the future and could cause actual results and outcomes to differ materially from those expressed in or implied by the forward looking statements. No assurance can be given that the forward looking statements in this preliminary announcement will be realised. Statements about the Chairman's expectations, beliefs, hopes, plans, intentions and strategies are inherently subject to change and they are based on expectations and assumptions as to future events, circumstances and other factors which are in some cases outside the Company's control. Actual results could differ materially from the Company's current expectations. It is believed that the expectations set out in these forward looking statements are reasonable but they may be affected by a wide range of variables which could cause actual results or trends to differ materially, including but not limited to, changes in risks associated with the Company's growth strategy, fluctuations in product pricing and changes in exchange and interest rates.

13. Annual report and accounts

The annual report and accounts will be sent to shareholders on 18 October 2011 and will be available on the group's website (www.fwthorpe.co.uk) from that time. The group will hold its AGM on 10 November 2011.