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Wilshaw PLC (WSW)

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Tuesday 20 September, 2005

Wilshaw PLC

Preliminary Results

Wilshaw PLC
20 September 2005

                                  Wilshaw PLC

                          ('Wilshaw' or the 'Company')

              Preliminary Results for the Year Ended 31 March 2005

Chairman's statement

As previously reported the company announced the sale of its magnets business on
8 July 2004 to its management for a total consideration (including the repayment
of intercompany debt) of £910,000 of which £800,000 was paid in cash at
completion.  The balance of £110,000 was received by 8 July 2005 in accordance
with the terms of the sale and purchase agreement.   Consequently the company is
now a cash shell with cash and other assets amounting to approximately £3.1m.

Corporate developments

On 13 October 2004 the High Court approved the cancellation of the company's
capital redemption reserve and share premium account which in aggregate stood at
£4,783,000.  This has created a reserve against which the deficit on the
company's profit and loss account can be eliminated and will facilitate the
payment of dividends in the future should the directors consider this to be


As previously reported the board has been seeking acquisition opportunities to
enhance shareholder value.  However, Mr Parvizi, a major shareholder who, with
his wife, holds 29.9% of the company's shares, has indicated through his
representatives that he will not support any transaction put forward by the
board which would result in the dilution of his shareholding.  Additionally, Mr
Parvizi has now convened an extraordinary general meeting of the company on
Thursday 29 September 2005 for the purpose of considering resolutions to remove
myself as a director of the company and to appoint Mr Harvey Lawrence and Sir
Benjamin Slade as directors of the company.

I do not believe it to be in the best interests of shareholders for the state of
impasse between Mr Parvizi and the current board to continue and I have
therefore taken the decision to stand down from the board prior to the
extraordinary general meeting.  Mr Guy Askham has indicated his intention to
continue as a non-executive director for the time being.

Peter Reynolds                    20 September 2005

Consolidated profit and loss account

for the year ended 31 March 2005

                                                                                    2005                     2004
                                                                                  ______                   ______

                                                         Note                      £'000                    £'000
Discontinued operations
Turnover                                                  2                        2,247                    8,643
Cost of sales                                                                    (1,664)                  (5,817)
                                                                                 _______                  _______
Gross profit - discontinued operations                                               583                    2,826
Other operating expenses                                                         (1,172)                  (3,667)
                                                                                 _______                  _______
Operating loss                                            2
Continuing operations                                                              (491)                    (537)
Discontinued operations                                                             (98)                    (304)

                                                                                 _______                  _______
                                                                                   (589)                    (841)

Disposal of discontinued operations                                                  228                        -
Goodwill written off directly to reserves in earlier                             (1,620)                        -
                                                                                 _______                  _______
Loss on ordinary activities before interest                                      (1,981)                    (841)
Interest receivable and similar income                                               104                      159
Interest payable and other similar charges                                         (110)                    (194)
Net interest charge in defined benefit pension schemes
held in discontinued operations
                                                                                    (23)                    (145)
                                                                                 _______                  _______
Loss on ordinary activities before taxation                                      (2,010)                  (1,021)
Tax on loss on ordinary activities                                                    10                      620
                                                                                 _______                  _______
Retained loss for the financial year                                             (2,000)                    (401)
                                                                                 _______                  _______

Loss per share                                                                   (5.10p)                  (1.02p)
                                                                                 _______                  _______

Consolidated balance sheet

At 31 March 2005

                                                                   2005                          2004
                                                             _________________             _________________

                                                         £'000        £'000            £'000        £'000

Fixed assets
Tangible assets                                                           4                         3,678
Current assets                          
Stock                                                        -                           911
Debtors                                                    141                         2,258
Current asset investments                                  456                           649
Cash at bank                                             2,613                         1,634
                                                       _______                       _______

                                                         3,210                         5,452


Amounts falling due within one year                      (123)                       (1,181)

                                                       _______                       _______

Net current assets                                                    3,087                         4,271

                                                                    _______                       _______

Total assets less current liabilities                                 3,091                         7,949

Amounts falling due after one year                                        -                          (21)

Provisions for liabilities and charges                                    -                         (314)

                                                                    _______                       _______

Net assets excluding pension liability                                3,091                         7,614
Pension liability                                                         -                       (3,933)
                                                                    _______                       _______
Net assets including pension liability                                3,091                         3,681
                                                                    _______                       _______

Capital and reserves

Called up share capital                                               1,960                         1,960

Special reserve                                                       1,131                             -
Share premium account                                                     -                         2,010

Capital redemption reserve                                                -                         2,773

Profit and loss account
                                                                          -                       (3,062)

                                                                    _______                       _______
Shareholders' funds - equity                                          3,091                         3,681

                                                                    _______                       _______

Reconciliation of movements in shareholders' funds

for the year ended 31 March 2005

                                                                                        2005                2004
                                                                               _____________       _____________

                                                                                       £'000               £'000

Loss for the financial year                                                          (2,000)               (401)
Goodwill eliminated on disposal                                                        1,620                   -
Actuarial (loss)/gain on pension liability                                             (210)                 995
Other recognised gains and losses                                                          -                (52)
                                                                                     _______             _______
Net movement in shareholders' funds                                                    (590)                 542
Opening shareholders' funds as previously reported                                     3,681               7,624
Prior year adjustment arising on adoption of FRS 17 Retirement                             -             (4,485)
                                                                                     _______             _______
Closing shareholders' funds                                                            3,091               3,681
                                                                                     _______             _______

Consolidated cash flow statement

for the year ended 31 March 2005

                                                                                         2005               2004
                                                            Note                                        restated
                                                                                    _________         __________

                                                                                        £'000              £'000

Cash flow from operating activities                         5 (a)                       (302)              (705)
Return on investments and servicing of finance                                            176                 76
Taxation                                                                                  235                  5
Capital expenditure                                                                      (25)              (600)
Acquisitions and disposals                                                                886                  -
Equity dividends paid                                                                       -              (353)

                                                                                      _______            _______
Cash inflow/(outflow) before use of liquid resources and
                                                                                          970            (1,577)
Net cash (outflow)/ inflow from financing                                                 (2)                 29
Net cash inflow/(outflow) from management of liquid                                        14              (603)
                                                                                      _______             ______
Increase/(decrease) in cash in period                       5 (b)                         982            (2,151)

                                                                                      _______            _______

Reconciliation of net cash flow to movement in net funds

for the year ended 31 March 2005

                                                                                        2005                2004
                                                                                     _______             _______

                                                                                       £'000               £'000

Increase/(decrease) in cash in period                                                    982             (2,151)
Net cash (inflow)/outflow from management of liquid                                     (14)                 603
                                                                                     _______             _______
Change in net funds resulting from cash flows                                            968             (1,548)
Translation difference                                                                   (3)               (180)
Change in market value of investments                                                  (179)                  46
                                                                                     _______             _______
Movement in net funds in the period                                                      786             (1,682)
Net funds at beginning of year                                                         2,283               3,965

                                                                                     _______             _______
Net funds at end of year                                                               3,069               2,283

                                                                                     _______             _______


1.  The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 March 2005 or 2004 but is derived from
those accounts. Statutory accounts for 2004 have been delivered to the Registrar
of Companies, whereas those for 2005 will be delivered following the Company's
Annual General Meeting.  The auditors have reported on those accounts; their
reports were unqualified and did not contain a statement under section 237(2) or
(3) of the Companies Act 1985.

Copies of the annual report will be posted to shareholders, and available from
the Company Secretary at 12-14 Hill Street, Richmond TW9 1TN.

2.  Turnover and segmental analysis

                                                            2005                                2004
                                                ____________________________        ____________________________
                                                Turnover         Loss        Net    Turnover        Loss        Net
                                                               before     assets                  before     assets
                                                                  tax                                tax
                                                                                                restated   restated
                                                   £'000        £'000      £'000       £'000       £'000      £'000
Continuing operations
Central costs                                                   (491)                              (537)

Discontinued operations
Magnets                                            2,247         (98)          -       8,643       (304)      1,304
                                                              _______                            _______
Operating loss                                                  (589)                              (841)
Loss on sale of magnets operation                             (1,392)                                  -
Net interest receivable/(payable) and other
similar (charges)/income in continuing
operations                                                        (6)                                159
Net interest (payable)/receivable/(payable)
and other similar (charges)/income in
discontinued operations

                                                                    -                              (194)
Net interest charge in defined benefit
pension schemes held in discontinued
operations                                                       (23)                              (145)
                                                              _______                            _______
Group loss before tax                                         (2,010)                            (1,021)

                                                              _______                            _______
Cash and investments                                                       3,069                              2,283
Other loans                                                                    -                               (21)
Other assets                                                                  22                                115
                                                                         _______                            _______
Group net assets                                                           3,091                              3,681

                                                                         _______                            _______

4. Loss per share has been calculated on the loss after taxation of £2,000,000
(2004: £401,000) and the weighted average of 39,205,000 shares in issue during
the year (2004: 39,205,000).  No diluted loss per share is disclosed as current
share options in issue are not dilutive.

5.  Cashflow

(a)  Reconciliation of operating loss to net cash outflow from operating
                                                                                 2005                         2004
                                                                                £'000                        £'000

Operating loss                                                                  (589)                        (963)
Depreciation                                                                      166                          683
Loss on sale of tangible fixed assets                                               -                           26
Stock decrease                                                                    106                           44
Debtors decrease/(increase)                                                       180                        (585)
Creditors (decrease)/increase                                                   (165)                           90
                                                                              _______                      _______
Net cash outflow from operating activities                                      (302)                        (705)

                                                                              _______                      _______

(b) Analysis of net funds
                                                          At        Cash        Other     Exchange           At
                                                     1 April        flow     non-cash     movement     31 March
                                                        2004                  changes                      2005
                                                    ________    ________     ________     ________     ________
                                                       £'000       £'000        £'000        £'000        £'000

Cash in hand, at bank                                  1,634         982            -          (3)        2,613
Liquid resources                                         649        (96)         (97)            -          456

                                                     _______     _______      _______      _______      _______
Net funds                                              2,283         886         (97)          (3)        3,069

                                                     _______     _______      _______      _______      _______

Cash, for the purpose of the cash flow statement comprises cash in hand and
deposits repayable on demand, less overdrafts payable on demand.  Liquid
resources are current asset investments which are disposable without curtailing
or disrupting the business and are either readily convertible into known amounts
of cash at or close to their carrying value or traded in an active market.

                      This information is provided by RNS
            The company news service from the London Stock Exchange                    A