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Armour Trust PLC (ONEV)

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Thursday 22 November, 2001

Armour Trust PLC

Final Results

Armour Trust PLC
22 November 2001

                      ARMOUR TRUST PLC ('ARMOUR TRUST ')

            Preliminary Results for the year ended 31 August 2001

Chairman's Statement

In the year ended 31 August 2001, profit before taxation was £0.5 million
(sixteen months to 31 August 2000: Loss of £2.9 million) and basic underlying
earnings per share were 1.6p (sixteen months to 31 August 2000: 2.1p). Sales
were £11.5 million (sixteen months to 31 August 2000: £30.3 million). The
Group's cash position has not changed materially with net cash at the end of
the year of £4.5 million (31 August 2000: £4.7 million).


The Board is not recommending a final dividend, making a nil total dividend
for the year (sixteen months to 31 August 2000: 0.37p).

Capital Reduction

The Board has recently announced its intention to return surplus cash to
shareholders by way of a capital reduction scheme. The details of this scheme
are contained in a circular, which will be sent to shareholders in due course.

Audio Electronics Division

The Audio Electronics Division performed to its budget, with the traditionally
busier second six months fulfilling the expectations set out in the interim
statement. Since the year end, this trend has continued with no significant
downturn having been experienced in trading. It is recognised that, given the
exposure that the Division has to the retail markets, any downturn in consumer
spending will have a negative effect on the performance of the business.
Whilst the impact of any such downturn is difficult to quantify, every effort
will be made to minimise its effect and the Board is confident that the
Division's management are capable of meeting the challenges ahead.

Board Changes

It was recently announced as part of the strategy review that both George L
Dexter and John L D Harris will leave the Group early in the New Year. Richard
Wevill and I would like to thank them both for their substantial contribution
to the Group, which is now in a much stronger financial position than when
they joined. We wish them well in their future endeavours.


The Audio Electronics Division continues to trade profitably and to the
Board's expectations. However, the Board is mindful of the wider economic
situation and the potentially negative impact that any downturn in consumer
spending could have.

The Board announced a strategic review in September 2001 with the objective of
securing for the shareholders the value that has been created in the Group
over the last three years and is evident in the Balance Sheet. The initial
decisions of the strategic review have already been made public with the
announcement of the closure of Head Office and the proposed return of capital
to shareholders.

The strategic review is all encompassing and includes, if an acceptable price
can be achieved, the possible disposal of the Audio Electronics Division. In
regard to this latter point, the Board has received a conditional offer to
acquire the business from a company in which the Chief Executive, George L
Dexter, together with the Divisional management, will have an interest. This
offer is currently being considered by the Board and the Group's advisers.

Roger A Pinnington


22 November 2001


Roger Pinnington, Chairman

Tel: 07624 430299

Rob Collins, Beeson Gregory

Tel: 020 7488 4040

Consolidated profit and loss account

For the year ended 31 August 2001

                                               Twelve months           Sixteen
                                                    Ended               Months
                                              31 August 2001     31 August 2000
                                 Note   Excluding  Goodwill     Total     Total
                                             £000      £000      £000      £000
Continuing operations                      11,489         -    11,489    10,988
Discontinued operations                         -         -         -    19,351

                                 2         11,489         -    11,489    30,339

Operating profit
Continuing operations                         481      (71)       410      (56)
Discontinued operations                         -         -         -     1,161

                                 2            481      (71)       410     1,105

(Loss) on sale of discontinued                  -         -         -   (3,460)
Amounts written off investments
Continuing operations                        (24)                (24)         -
Discontinued operations                         -         -         -     (250)

                                             (24)         -      (24)   (3,710)

Profit/(loss) on ordinary                     457      (71)       386   (2,605)
activities before interest

Net Interest                                                      151     (328)

Profit/(loss) on ordinary                                         537   (2,933)
activities before taxation
Taxation on profit/(loss) on     3                                  -     (322)
ordinary activities

Profit/(loss) on ordinary                                         537   (3,255)
activities after taxation
Equity dividends                 4                                  -     (150)

Profit/(loss) for the period                                      537   (3,405)

Earnings/(loss) per ordinary     5
Basic                                                            1.3p    (8.1)p
Basic - underlying                                               1.6p      2.1p
Diluted                                                          1.3p    (8.0)p
Diluted - underlying                                             1.6p      2.0p

Consolidated statement of total recognised gains and losses

For the year ended 31 August 2001
Profit/(loss) for the period                                    537     (3,255)
Currency translation differences on foreign currency            (7)           2
net investments

Total recognised gains and losses relating to the               530     (3,253)

Consolidated balance sheet

At 31 August 2001

                                                        31 August     31 August
                                                             £000          £000
Fixed assets
Intangible assets                                           1,272         1,343
Tangible assets                                               433           490
Investments                                                   176           200

                                                            1,881         2,033

Current assets
Stocks                                                      1,986         2,186
Debtors                                                     2,273         2,478
Cash at bank and in hand                                    4,514         4,678

                                                            8,773         9,342

Creditors: amounts falling due within one                 (1,913)       (3,166)

Net current assets                                          6,860         6,176

Total assets less current liabilities                       8,741         8,209

Capital and reserves
Called up share capital                                     4,043         4,041
Share premium account                                       5,586         5,586
Profit and loss account                                     (888)       (1,418)

Equity shareholders' funds                                  8,741         8,209

Consolidated cash flow statement

For the year ended 31 August 2001

                                                Twelve months  Sixteen months
                                                    ended           ended
                                          Note  31 August 2001  31 August 2000
                                                  £000    £000    £000    £000

Net cash inflow/(outflow) from operating  6(a)             335         (1,409)

Returns on investments and servicing of
Interest paid                                     (16)           (505)
Interest received                                  176              62
Interest element of finance lease rentals          (9)            (10)

Net cash inflow/(outflow) from returns on                  151           (453)
investments and servicing of finance

Corporate taxation paid                                   (99)           (126)

Capital expenditure and financial
Payments to acquire tangible assets              (250)           (825)
Sale of tangible assets                             34           1,063
Purchase of investments                              -           (200)

Net cash (outflow )/inflow from capital                  (216)              38
expenditure and financial investment

Acquisitions and disposals
Purchase of subsidiary undertakings              (125)         (1,951)
Net overdraft acquired with subsidiary               -           (276)
Sale of subsidiary undertakings and                  -          12,466

Net cash (outflow)/inflow from                           (125)          10,239
acquisitions and disposals

Equity dividends paid                                    (150)               -

Net cash (outflow)/inflow before                         (104)           8,289

Issue of ordinary share capital                      2              11
Capital element of finance lease rental
repayments                                        (62)           (111)

Net cash outflow from financing                           (60)           (100)

Net cash (outflow)/inflow after
financing, being the (decrease)/increase
cash in the period                        6(b)           (164)           8,189

Notes to the preliminary financial information

 1. Basis of preparation

    The financial information set out in this announcement does not constitute
    the Group's financial statements for the twelve months ended 31 August
    2001 and the sixteen months ended 31 August 2000. Financial statements for
    the sixteen months ended 31 August 2000 have been delivered to the
    Registrar of Companies. The auditors have reported on those accounts;
    their reports were unqualified and did not contain statements under
    section 237 (2) or (3) of the Companies Act 1985.

    Full audited accounts of Armour Trust plc for the twelve months ended 31
    August 2001 are expected to be posted to shareholders not later than 28
    November 2001 and will be available to the public at the company's
    registered office, Lonsdale House, 7-9 Lonsdale Gardens, Tunbridge Wells,
    TN1 1NU from that date.
 2. Turnover and operating profits

The figures for the twelve months ended 31 August 2001 and the comparative
figures for the sixteen months to 31 August 2000 are as follows:

Twelve months ended 31 August 2001
                                            Operations                    Total
                                                  £000                     £000

Turnover                                        11,489                   11,489

Operating expenses                            (11,079)                 (11,079)

Operating profit                                   410                      410

Sixteen months ended 31 August 2000
                        Continuing                   Discontinued
                        operations  Acquisitions       operations         Total
                              £000          £000             £000          £000

Turnover                     5,228         5,760           19,351        30,339

Operating expenses         (5,891)       (5,153)         (18,190)      (29,234)

Operating (loss)/profit      (663)           607            1,161         1,105

Notes to the preliminary financial information (continued)

3.     Taxation

The effective rate of UK taxation has been reduced to 14% due to the
utilisation of tax losses within the Group. Overseas taxation of £6,000 has
been incurred in the period. However, no Group taxation liability arises in
the year due to an adjustment in respect of prior years.

The charge to the profit and loss account for the sixteen months ended 31
August 2000 arose from £24,000 of overseas taxation and the write off of an
Advance Corporation Tax asset of £298,000 which, as a result of the disposals
during that accounting period, was no longer considered recoverable.

 4. Dividends

    The Board is not recommending a final dividend, making a nil total
    dividend for the year (sixteen months ended 31 August 2000: 0.37p per

 5. Earnings per ordinary share

Basic earnings per share is calculated by dividing the profit for the period
of £537,000 (sixteen months to 31 August 2000: Loss of £3,255,000) by the
weighted average number of ordinary shares in issue during the period of
39,463,026 (31 August 2000: 40,251,415).

Underlying earnings per share is also shown calculated by reference to
earnings before the amortisation of goodwill, non-operating exceptional items
and the write off of unrecoverable Advance Corporation Tax. The Directors
consider that this gives a useful additional indication of underlying

Diluted earnings per share is calculated with reference to 39,847,760 (31
August 2000: 40,615,032) ordinary shares. The effect of exercise of options on
the weighted average number of shares in issue is 384,734 (sixteen months to
31 August 2000: 363,617).

                            Twelve months ended 31  Sixteen months ended 31
                                  August 2001             August 2000
                              £'000 Basic p Diluted p  £'000 Basic p Diluted p
Profit/(loss) for the           537     1.3     1.3 (3,255)   (8.1)   (8.0)
Amortisation of goodwill         71     0.2     0.2      77     0.2     0.2
Loss on sale of                   -       -       -   3,460     8.7     8.5
discontinued operations
Amounts written off              24     0.1     0.1     250     0.6     0.6
Write off of unrecoverable        -       -       -     298     0.7     0.7
Advance Corporation Tax

Underlying earnings             632     1.6     1.6     830     2.1     2.0

Notes to the preliminary financial information (continued)

6.      Group cash flow statement

        (a)      Reconciliation of operating profit to net cash inflow/
        (outflow) from operating activities:

                                                  Twelve months  Sixteen months
                                                          ended           ended

                                                 31 August 2001  31 August 2000
                                                           £000            £000

Operating profit                                            410           1,105
Depreciation and other amounts written off                  272             674
tangible fixed assets
Amortisation of goodwill                                     71              77
Decrease/(increase) in stocks                               200         (2,677)
Decrease/(increase) in debtors                              185         (1,872)
(Decrease)/increase in creditors                          (804)           1,501
Decrease in provisions                                        -           (134)
Loss/(profit) on disposal of tangible fixed                   1            (83)

Net cash inflow/(outflow) from operating                    335         (1,409)

(b)      Net cash

                                                      Cash                 Net
                                                   At bank                Cash
                                                      £000                £000

Net cash at 31 August 2000                           4,678               4,678
Decrease in cash                                     (164)               (164)

Net cash at 31 August 2001           -               4,514               4,514


a d v e r t i s e m e n t