Thorpe Regulatory News (TFW)

Preliminary Results

for the year ended 30 June 2012 (Unaudited)

F W Thorpe Plc, designers, manufacturers and suppliers of professional lighting systems for the specification market, is pleased to announce its preliminary results for the year ended 30 June 2012.

Key points:

Total interim and final dividend 19.4p (2011: 17.6p) 10% increase

Strong export performance, 47% increase to £7.8m

Investment in new LED street lighting division - TRT Lighting

Successful integration of Portland Lighting

Continued investment in LED products across the group

For further information please contact:

CHAIRMAN'S STATEMENT

The financial year ended 30 June 2012 provided your company with revenue of £55.6m being an increase on the corresponding period of 5%. Operating profit increased to £11.9m which combined with an increase in net financial income resulted in a group profit before tax expense of £12.7m, up 9% compared to the 2010/2011 figure.

The above represents the results of our continuing operations and excludes the profit on sale of Mackwell Electronics Ltd and any contribution prior to the business leaving the group in December 2011.

A 5% rise in operating profit is perhaps not what some commentators may have expected looking at our half year figures. Times are strange, however, and some of our subsidiaries as well as our largest firm, Thorlux, experienced a noticeable downturn in orders during May and June 2012, the two final months of our financial year and those which normally provide the 'fruit on the sideboard' in the way of a good finale to the year.

The reasons for this occurrence are not clear especially as the first two months of the new financial year, July and August, have seen trading for those companies affected, return to the levels of last year. Indeed, the recently published UK Manufacturing Purchasing Managers Index which had been falling in recent months, showed a sharp rise in August and somewhat correlates with our experiences. Elements within the group have also reported a notable slowdown in business from the areas affected by the Olympic Games.

5% is, however, 5% and marks another group record operating profit.

Investment in the group has continued during the year and has centred around four majors, being the installation of the £1m sheet metal laser punching machine at Thorlux, the purchase of a new 1,000 square metre factory, the starting of a new venture, TRT Lighting, and the purchase of Portland Lighting Ltd in Walsall, West Midlands. More detail will be given on these investments later in the report.

Export sales excluding the previous sizeable contribution from Mackwell Electronics Ltd increased 47% during the financial year in question. Thorlux contributed a 42% increase with 'one off' order contributions from Solite Europe Ltd and Compact Lighting Ltd.

The financial performance outlined at the beginning of this report allows your Board to recommend a final dividend of 14.6p per share (2011: 13.3p) which together with the interim dividend paid in April 2012 makes a total dividend for the year of 19.4p (2011: 17.6p) an increase of 10%.

Thorlux Lighting

Industrial and commercial lighting systems maker, Thorlux, entered the financial year with a healthy backlog of orders. This and ongoing business resulted in a busy first half after which, however, orders slowed marginally followed by a dip in May and June 2012. This phenomenon within the group was most noticed at Thorlux which, as mentioned earlier, is now trading at levels akin to last year.

Notwithstanding the continuing investment in design and introduction of new products, the bulk of which are for the LED light source, the main investment at Thorlux has been the actual installation of the £1m sheet metal laser cutting and punching machine. The machine which takes up a similar space as a single tennis court, punches holes in sheet metal to the shape of the individual tool selected for the particular punching stroke. This part of the operation is the same as with other existing similar machines at Thorlux, except that it is much quicker. The laser cutting function allows the cutting of shapes in the sheet metal without the need for expensive tooling; this latter function means that sheet metal blanks with complicated profiles can be produced on a 'one stop shop' basis on this machine. In addition a finished component picking and stacking facility negates the need for manual separation and stacking of finished profiles.

The year 2010/11 severely strained current manufacturing capacity and so to free further manufacturing space in the required areas, Thorlux will be building a new 2,400 square metre high roof warehouse on existing spare land adjacent to the main factory. The new facility will house some 90% more finished goods per square metre than the current facility and be equipped with more appropriate product picking equipment than currently installed.

The export effort continues with an increase of 42% on last year. Virtually all areas have performed well with a caveat that our office in Munich though not contributing an increase this year, has substantially modified its sales platform to one which we are confident will provide noticeable growth in the coming financial year.

Compact Lighting Ltd

Compact Lighting, our Portsmouth retail and display lighting company, has seen a flat year as the sector as a whole has not been buoyant. New sales staff brought in due to the retirement of a successful long running Sales Manager last year and the imminent retirement of another have not produced the required results. A new high calibre Sales Director has, therefore, just been engaged with a view to improving the situation.

Compact is continuing to follow the group directive to increase its already now significant range of tooled display lighting luminaires. These highly tooled ranges of product have played an important role in Compact specification lighting during the last financial year and they will be at the forefront of our improved sales initiative.

Philip Payne Ltd

Philip Payne Ltd, the group's manufacturer of specification exit signage, experienced a patchy year struggling to match last year's volumes and, no doubt, suffering from the general reduction in construction activity. Saying this, Payne still managed to present a profit to sales ratio which would be considered most satisfactory for many organisations.

Notable projects supplied during the year include the provision of exit signage for the Jacobean Theatre at the Globe complex and exit lighting for the shell and core areas of the Shard in London.

Sugg Lighting Ltd

Heritage lighting maker and refurbisher, Sugg, endured another fairly stand-still year in financial performance terms despite producing, again, some fine quality work such as the manufacture and supply of exterior lighting for the Bomber Command Memorial which included a series of special lanterns mounted on bespoke eight metre columns.

A proportion of Sugg's product offering is the supply of complete heritage lanterns of traditional but fairly standard patterns and in this sector of the market there are a number of small similar 'family-style' firms producing similar products and whose existence continues mainly due to their small and parochial make up.

It is hard for Sugg to compete in this sector and make the required profit, and there is, therefore, a current project of 'blue sky' thinking in regard to Sugg Lighting and its forward strategy.

Solite Europe Ltd

A specialist in 'clean room' lighting, Solite, performed well in its first year with new Managing Director Mr Phil Myles.

Solite, as with Compact Lighting, has been lacking the market penetration deserved of its product range and expertise and I can report that, at this time, a new Sales Director with a deal of successful clean room lighting experience has just been appointed.

Portland Lighting Ltd

Portland, a specialist in external sign lighting, joined the group as stated earlier in July 2011, and so may I take this opportunity to officially welcome Portland and Managing Director Mr Andy Truelove and his team to the group. The change of ownership does not seem to have dampened enthusiasm at Portland and, I am pleased to report, that they have put Thorlux, for once, in number two slot in regard to operational profit to sales ratio!

Portland, which is based in Walsall, West Midlands, makes lights for signs and, though you may not know it you will be seeing their products most days.

TRT Lighting

Initially a division of Thorlux, TRT has been established to concentrate on the design, manufacture and supply of LED outdoor lighting systems. It is currently in its one year design and establishment phase. Thorlux has in recent years successfully concentrated on commercial indoor lighting systems somewhat to the detriment of its outdoor offering and the complexity of modern lighting renders it hard for one company to concentrate 100% on very many aspects at the same time.

The inauguration of TRT will not only allow 100% group concentration on both areas of lighting but also a move into LED street lighting, an area new to the group, and one which is no longer in the commodity sector due to the shift over to LED light sources for these applications.

The almost new factory purchased for around £0.75m is close to the group HQ in Redditch and has been purchased on a 999 year lease, a period which is considered sufficient by the current management.

Carbon Offsetting Project

The F W Thorpe Plc Carbon Offsetting Project at Devauden in Monmouthshire has now 35,000 trees planted. Ahead of the schedule required for group carbon offsetting but as required to take advantage of grants available from the Forestry Commission Wales. In November 2011 the company was awarded the accolade of being the first company to be successfully assessed to the "Woodland Carbon Code" of Wales.

A press day was held on site during which a 'celebration tree' was planted by Welsh Minister of Environment and Sustainability, Mr John Griffiths; Mr Jon Owen Jones of Forestry Commission Wales, and F W Thorpe Plc Joint Managing Director, Mr Mike Allcock.

People

Once again I would like to thank all those within F W Thorpe Plc for their loyalty and hard work throughout this slightly up and down year. I am pleased that the company has once again been able to supply a stable work place and I would like to express my appreciation for the most cooperative attitude shown by so many and which makes heading the group a pleasure.

The Future

In lighting terms the future now definitely includes LED for general lighting applications. The amount of light output from an LED per watt of electricity can now match or even surpass more traditional light sources such as high intensity discharge or fluorescent lamps. That is not to say, however, that an LED lighting solution should be the only consideration, as the 'fluorescent boys' have not been asleep to the challenge. Fifty thousand hour fluorescent lamps are now available at reasonable prices and these match the life expectancy of an LED product.

LED technology is currently expensive and although this will change, conventional technology may still give a better economic outcome when considering initial cost, energy savings, longevity and ease of maintenance.

The new technology has created an entry point for many new small start-up companies and some users are being tempted by the 'pot of gold' in energy savings that are possible using LED products. Unfortunately the temptation of the 'pot of gold' often clouds the judgement in regard to the selection of a quality supplier.

Behind an LED product there are electronic circuits which have to be designed properly, circuit boards which have to be made properly, LED chips which have to be placed and cooled properly otherwise failures will be frequent and a great deal more costly to put right than with conventional technology.

Your company has availed itself of the expertise in all these areas and sees no long term threat from these new starters.

The rest just depends on our ability to sell and a reasonable market prevailing.

A B Thorpe - Chairman

20 September 2012

CONSOLIDATED RESULTS (UNAUDITED)

Consolidated income statementfor the year ended 30 June 2012

* Profit for the year from discontinued operations in 2012 includes the exceptional item of the profit on sale from disposal of a subsidiary, see note 11 for further details. There is no other income from discontinued operations.

Earnings per share from 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 2012

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

CONSOLIDATED RESULTS (UNAUDITED)

Consolidated balance sheetas at 30 June 2012

CONSOLIDATED RESULTS (UNAUDITED)

GROUP STATEMENT OF CHANGES IN EQUITY

for the year to 30 June 2012

CONSOLIDATED RESULTS (UNAUDITED)

Consolidated statement of cash flowsfor the year ended 30 June 2012

Notes (Unaudited)

1. Basis of preparation

F W Thorpe Plc's preliminary results for the year ended 30 June 2012 have been approved by the board of Directors on 20 September 2012 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 2012 or 30 June 2011. 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 2011 on a consistent basis. The accounts for the year ended 30 June 2011 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 business is Thorlux which manufactures professional lighting systems for industrial, commercial and controls market. The five remaining operating segments have been aggregated into the "other companies" reportable segment based upon their size and comprise Compact Lighting, Philip Payne, Sugg Lighting, Solite Europe and Portland Lighting.

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. Assets and liabilities have not been segmented which is consistent with the group's internal reporting.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 14.6p (2011:13.3p) per share is proposed and, if approved, will be paid on 22 November 2012 to shareholders on the register on 26 October 2012. The ex-dividend date is 24 October 2012.

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 is 21.5% (2011: 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

The main reason for the increase in intangible assets is a result of the acquisition of Portland Lighting, see note 10 for further details.

Notes (continued)

9. Property, plant and equipment

10. Acquisition of Portland Lighting Ltd

On 1 July 2011 the group acquired 100% of the share capital of Portland Lighting Ltd for an initial amount of £2.5m. An additional amount of £0.2m has been paid and a provision has been made for a contingent consideration of £0.8m. The provision is based on the profitability of Portland Lighting for both 2011/12 and the following year. A fair value exercise over the acquired assets and liabilities of the company has been completed and resulted in goodwill of £2.6m and intangible assets of £0.5m.

11. Disposal of Mackwell Electronics Ltd

On 2 December 2011 a resolution was passed at an Extraordinary General Meeting to approve the sale of Mackwell Electronics to Mr N A Brangwin which was classified as held for resale in the prior year. The consideration amounted to £6.5m of which £4.5m was in cash and £2.0m in loan notes. The contribution from the discontinued operation amounted to £1.4m; this includes both the profit on disposal and an element of trading profit for 2011 whilst part of the group. No provision for tax has been made on the basis of substantial shareholder exemption relief. The carrying value of the loan notes have been included at their fair value to reflect the impact of the interest rates.

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 19 October 2012 and will be available on the group's website (www.fwthorpe.co.uk) from that time. The group will hold its AGM on 15 November 2012.