Final Results

WORTHINGTON GROUP PLC
30 July 1999


                Results for the Year Ended 31 March 1999

The Trading Statement made on 1 February 1999, triggered off a series of
reactions, resulting in my appointment as Chairman and simultaneously, I
reconstructed the Board in order to respond to the changed business environment
that prevails within the industry, and to carry through an action plan for the
financial restructuring of your Group.

The bank facilities were reorganised as part of the corporate plan. Interest
payable is far too high and is a drain on our resources, absorbing funds which
are needed for ongoing investment. The Board is committed to reducing gearing,
therefore, as quickly as asset sales will allow. Consequently, working capital
allocations are being scaled down through encashment of stocks, better debtor
control, and the sale of surplus land and buildings. To complete the degearing
plan, there will have to be disposals of some of the operating subsidiaries, and
the final outcome should be a much smaller Group, operating in niche markets. In
the meantime, we are reducing our exposure in certain areas, to eliminate any
potential loss making operations.

Thereafter, it will be the intention of the Board to make such acquisitions,
which will lead to a material diversification from our current activities and
provide a new core business, which can be the base for future growth, enjoying a
good quality of sustainable earnings, which in turn, will restore shareholder
value.

The Trading Statement on 1 February, referred to a review of the carrying value
of the Group's assets, which has now been completed, and has resulted in
exceptional write-offs and provisions, totalling £5.4m, compared to the estimate
of some £4m made at the time. These exceptional items refer principally to
assets held at March 1998, which might well have been written down in previous
years.

A further consequence of that review, revealed two fundamental errors in the
accounts, first in relation to a difference in the bank reconciliation and with
the debtor ledgers and, second a correction of the inappropriate basis of
absorption of overheads into stock, which produced an incorrect valuation.
These, and a change in the Group's accounting policy towards design and
development costs, amount to £5.03m, and the details are shown in the notes
accompanying the Financial Statements, as prior year adjustments. The
comparative figures for the previous years have accordingly been restated.

In addition to the above, fair value adjustments of £1.1m were made to the
Balance Sheet of Jerome Group plc, acquired in October 1998, and exceptional
reorganisation costs of £1m had to be incurred, which were not foreseen at the
time of the acquisition.

The corporation tax recoverable from the year ended 31 March 1998. amounts to
£1.05m, and there may be further amounts recoverable in respect of earlier
years. However, Accounting Standard SSAP15 requires that unrecovered ACT should
be written-off, if it cannot be recovered within one financial year and,
consequently, an amount of £606,000 has been written-off in this year's tax
charge.

In the circumstances the Board consider it prudent to omit a final dividend for
the year ended 31 March 1999.

Any analysis, therefore, of this year's results, must take into account these
significant adjustments, which will then give a better picture of the trading
performance of the Group, which at operating level, more or less broke even, in
what as a very difficult trading year. The performance of our subsidiaries was
mixed, yet there were sufficient encouraging signs to suggest that there is a
good nucleus of profitable operations.

Shareholders should be aware that the profile of our earnings will follow the
vagaries of the volatile textile cycle, and there is no distinctive advantage
that makes the operations immune to those cycles. In the last half of the
financial year, the retail trade suffered a setback, and the repercussions were
quickly passed back up the pipeline as confidence diminished. This caused severe
disruption, which affected our performance. Given the base cost structure of
many of our subsidiaries, we were not able to respond quickly, and this partly
accounts for unavoidable losses in the second half.

The cost base generally was far too high and steps have already been completed
to reduce the overhead structure significantly. The downsizing should result in
better efficiencies and, simultaneously, reduce the risk. The head office in
Willesden has been closed and moved to Shipley, West Yorkshire saving £500,000
annually. Further ongoing cost reduction programmes are a high priority, as the
industry will continue to be reshaped in years to come as a result of
accelerating structural changes through the globalisation of production, the
increasing trend for outsourcing abroad in low cost countries, and the ever
present threat of disruptive imported competition, particularly when sterling
appreciates, as it has done in recent months.

A large proportion of our business is conducted with Marks & Spencer's
suppliers, who have not enjoyed the best of fortunes recently, but our trade
with them is recovering, and they represent a major element of group sales, with
a direct correlation to our profitability.

Retail sales volumes now reported, suggest that the economy is poised for a good
recovery and, being leaner, fitter and more efficient, we are better positioned
to be able to take advantage of these better times.

The Board is now concentrating on the future development of the Group and is
hopeful that shareholders and stakeholders will be the recipient of better
tidings in future years.

Joe Dwek CBE 
Executive Chairman

Enquiries:

Worthington Group plc 
Joe Dwek CBE, Chairman 01625 549082 
Gavin Kaye, Finance Director, 0181 459 9038


                          Worthington Group plc

                   Consolidated Profit & Loss Account
                    for the year ended 31 March 1999

                                        Existing                              l
                                        Operations          Exceptional
                                        (Before             Items   
                                        Exceptions)         (Note 3)
                                        £'000               £'000

Turnover                                34,707              -
Cost of sales                          (25,774)             (4,917)

Gross Profit                             8,933              (4,917)
Distribution costs                      (6,336)             -         
Administration expenses                 (2,580)               (488)

                                            17              (5,405)      
Other operating income                      36              -      

Operating (loss)/profit                     53              (5,405)      
Profit on disposal of fixed assets           4              - 

(Loss)/profit before interest               57              (5,405)          
Net interest payable                    (1,071)             -

(Loss)/profit before taxation           (1,014)             (5,405)

                                        Existing                              l
                                        Operations          Acquisitions
                                        £'000               £'000

Turnover                                34,707              10,294
Cost of sales                          (30,691)             (8,416) 

Gross Profit                             4,016               1,878
Distribution costs                      (6,336)               (845)          
Adminstration expenses                  (3,068)             (1,368)

                                        (5,388)               (335)
Other operating income                      36              -

Operating (loss)/profit                 (5,352)               (335)
Profit on disposal of fixed assets           4                 130            

(Loss)/profit before interest           (5,348)               (205)
Net interest payable                    (1,071)               (284) 

(Loss)/profit before taxation           (6,419)               (489)        

                                                            1998
                                        1999                (Re-stated)
                                        £'000               £'000

Turnover                                45,001              38,722
Cost of sales                          (39,107)            (26,403)  

Gross Profit                             5,894              12,319
Distribution costs                      (7,181)             (5,866)
Adminstration expenses                  (4,436)             (2,708)
                                        (5,723)              3,745
Other operating income                      36                  15 

Operating (loss)/profit                 (5,687)              3,760
Profit on disposal of fixed assets         134                   6

(Loss)/profit before interest           (5,553)              3,766
Net interest payable                    (1,355)             (1,056)          

(Loss)/profit before taxation           (6,908)              2,710
Taxation                                  (301)               (616)        

(Loss)/profit after taxation            (7,209)              2,094
Dividends payable                         (556)             (1,275) 

Retained (loss)/profit                  (7,765)                819       


(Loss)/earnings per share

- before exceptional items               (2.1p)                5.1p        

- after exceptional items               (15.8p)                5.1p

- diluted earnings per share            (15.8p)                5.1p       



                       Consolidated Balance Sheet
                           as at 31 March 1999

                                                         1998        1998
                                  1999      1999  (Re-stated) (Re-stated)
                                 £'000     £'000        £'000       £'000

Fixed assets
Tangible assets                           19,528                   11,009
Negative goodwill                            (80)                  -
Investments                                   27
                                          19,475                   11,009
Current assets
Stocks                          10,016                 8,660
Debtors                         12,474                 9,147
Cash                                28                    10
                                22,518                17,817

Creditors due in less than 
one year                       (29,256)              (16,899)

Net current(liabilities)/assets            (6,738)                     918

Total assets less current liabilities      12,737                   11,927

Creditors due in more than one year        (6,040)                  (3,666)

Deferred taxation                          -

Net assets                                 6,697                 8,261

Capital and reserves
Share capital                              5,238                 4,113
Share premium                             16,219                10,680
Capital reseves                              128                   128
Merger reserve                              (713)                 (713)
Revaluation reverse                          737                 1,200
Profit and loss account                  (14,912)               (7,147)

Shareholders'funds                         6,697                 8,261


                    Consolidated Cash Flow Statement
                    for the year ended 31 March 1999

                                                        1998      1998
                                      1999     1999(Re-stated)   (Re-stated)
                                      £'000    £'000    £'000      £'000

Net cash inflow from                           1,305               3,845
operating activities 
Returns on investments 
and servicing of finance:
Interest (paid)                       (1,185)           (996)
Interest element of finance lease       (170)            (60)
rental payments                                
                                               (1,355)           (1,056)

UK corporation tax, including                    (842)           (1,021)
advance corporation tax

Capital expenditure and financial invest
Purchase of tangible fixed assets        (811)         (1,016)
(net of finance leases)  
Sale of tangible fixed assets             393              57
                                                 (418)             (959)

Acquisitions and disposals:
(Purchase) of subsidiary undertakings    (554)           -               
Overdrafts acquired with subsidiary    (2,412)          -               
                                                (2,966)               -

Equity dividends (paid)                     (1,275)              (1,067)

Special dividend paid on acquisition          (207)                 -

Net cash (outflow) before financing         (5,758)               (258)

Financing:
Issue of ordinary share capital           7                 79
(net of expenses)
Capital element of finance             (662)              (311)
lease rental payments
Debt due within one year:
Increase in short term borrowings      500               1,000
Repayments of short term borrowings (1,200)             (3,660)
Debt due after more than one year:
New loan repayable 2003                 -                1,346
New loan repayable 2008               4,620              2,280
Repayment of long term borrowings    (3,803)                 -
                                               (538)                734
(Decrease)/increase in cash                  (6,296)                476
          


Notes

1. The results included within this Preliminary Announcement are extracted from
   the Annual Report and Financial Statements on which the auditors have given
   an unqualified report.


2. The comparative figures for the year ended 31 March 1998 do not constitute
   the Company's statutory accounts for the year and have been amended by way of
   the prior year adjustments referred to in Note 4 below. Statutory accounts
   for 1998 have been delivered to the registrar of companies on which the
   auditors have reported, their report was unqualified and did not contain a
   statement under Sections 237(2) or (3) of the Companies Act 1985.


3. Exceptional Items
                                                         1999    1998
                                                        £'000   £'000
Reassessment of net realisable value of stocks held 
at 31 March 1998 not sold by 31 March 1999            (3,429)       -

Provision against debtors and prepayments due as at 31 
March 1998 not recovered by 31 March 1999 or 
considered recoverable thereafter                     (1,124)       -

Previous under-provision of liabilities                 (522)       -

Provision for repayment of income tax in respect 
of the potential cancellation of profit related 
pay scheme                                              (180)       -

Provision for diminution in value of plant & machinery  (150)       -

                                                      (5,405)       -

4.  Prior Year Adjustments

                                                 1998
                                                 Change in
                                    Accounting   accounting
                                        errors       policy     Total
                                        £'000         £'000     £'000

Write off of development costs              -         1,067     1,067

Error in basis of stock absorption 
valuation                               2,993             -     2,993

Invoice discounting accounting error    1,684             -     1,684
                                        
                                        4,677          1,067    5,744

Corporation tax credit in respect 
of the above                             (461)             -     (461)

Release of deferred tax provision           -           (254)    (254)

                                        4,216            813    5,029



                                                 1997 & Prior Years
                                                 Change in
                                    Accounting   accounting
                                        errors       policy     Total
                                        £'000         £'000     £'000

Write off of development costs              -           907       907

Error in basis of stock absorption 
valuation                               2,031             -     2,031

Invoice discounting accounting error    1,158             -     1,158
                                        
                                        3,189            907    4,096

Corporation tax credit in respect 
of the above                                -              -        - 

Release of deferred tax provision        (104)             -     (104)

                                        3,085            907    3,992


  (i)   Write off of development costs
          The Group has reviewed its treatment of development costs.
          Previously the Group classified such costs as prepayments and wrote
          them off against future revenue. This year's financial review reveals
          that it would be more appropriate to write these costs off as they
          arise, as a consequence the previous accounting entries have been
          re-stated. The effect of this change in policy is neutral on the
          result of the year to 31 March 1999.
          
    (ii)  Error in the basis of stock absorption value
     
          A review of the basis of stock absorption has revealed that in prior
          years inappropriate costs had been absorbed.
                    
    (iii) Invoice discounting accounting error

          In prior years, the cumulative timing differences had arisen between
          operating divisions and the treasury department in accounting for
          receipts from debtors by the invoice discounter.


5.  Loss Per Share

    The loss per share has been calculated using the weighted average number of
    shares in issue during the relevant financial periods. The weighted average
    number of shares in issue during the year was 45,650,305 (1998: 41,050,723)
    and the loss after exceptional items and taxation was £7,209,000 (1998:
    re-stated earnings - £2,094,000). The loss before exceptional items after
    taxation for the year was £966,000.


    The diluted earnings per share are based on a weighted average number of
    shares during the year of 45,702,670 (1998: 41,129,724).


6.  Copies of the Annual Report and Financial statements will be distributed
    when available and may then be obtained from the Company's head office:
    Victoria Works, Shipley, West Yorkshire BD17 7EF.