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AMR Armour Grp

3.25
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Armour Grp LSE:AMR London Ordinary Share GB0000496611 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 3.25 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Armour Group PLC Preliminary Results (7517W)

12/11/2014 7:00am

UK Regulatory


Armour Group (LSE:AMR)
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TIDMAMR

RNS Number : 7517W

Armour Group PLC

12 November 2014

ARMOUR GROUP PLC

("Armour" or the "Group")

Preliminary Results for the year ended 31 August 2014

HEADLINES

-- Sale of Armour Automotive on 31 March 2014 for consideration of GBP11.2 million, which generated a profit on disposal of GBP2.9 million

-- Disposal of Armour Home on the 4 August 2014 to AHE 100 Limited for consideration of 25% of the total share capital of Q Acoustics Limited (formerly known as AHE 100 Limited)

   --      The Group is now debt free and finished the year with net cash of GBP4.1 million 

Bob Morton, Chairman of Armour Group plc commented:

"The year to 31 August 2014 has been transformational, with the Group disposing of its trading divisions, becoming debt free and finishing the year with net cash of GBP4.1 million.

Following the disposal of Armour Automotive and Armour Home, the Group has substantially reduced its operating costs and has become an investing company. The Company's objective is to generate an attractive rate of return for shareholders by taking advantage of opportunities. The Company is seeking a transformational investment opportunity that offers the potential for enhancing future shareholder capital growth and income."

Further Details:

 
 Armour Group plc                 Tel: 01634 673172 
  Mark Wilson, Finance Director 
 finnCap Limited                  Tel: 0207 220 0500 
  Geoff Nash 
  Ben Thompson 
  Stephen Norcross (Broking) 
 

CHAIRMAN'S STATEMENT

The year to 31 August 2014 has been transformational, with the Group disposing of its trading divisions, becoming debt free and finishing the year with net cash of GBP4.1 million.

The Group has made significant progress over the past three years as highlighted in last year's annual report. However, despite the progress made and the improving economic outlook, the Group continued to carry a substantial level of debt, which held back the development of the Group. The net debt at 31 August 2013 was GBP7.6 million.

The core UK retail markets for both the automotive and home divisions remained patchy in terms of demand, with sales of our key brands to our major retail customers performing well, but sales into the independent retail channel within the UK continuing to decline. In export markets, the Group's sales in both divisions had delivered year on year growth, with existing customers expanding their business and new markets being opened up. Market conditions remained challenging and growth limited.

The Board undertook a strategic review and as a result Armour Automotive was sold for an excellent price on 31 March 2014, the consideration of GBP11.2 million which generated a profit on disposal of GBP2.9 million, leaving the Group with net cash of GBP3.0 million. At the time of the disposal, Armour Automotive had sales of GBP8.9 million, a 12% increase on the comparative period in the prior year. Operating profit was GBP0.9 million, 16% up on the same period in the prior year.

Armour Home, however, continued to consume cash, with no guarantee of an early return to profitability and was accordingly disposed of on the 4 August 2014 to Q Acoustics Limited (formerly AHE 100 Limited), a management buyout company owned by George Dexter (former Group CEO), Nicky Spence and Chris Emerson, both directors of Armour Home Electronics Limited. The consideration was 250 A ordinary shares in AHE 100 Limited, representing 25% of the total share capital. The Group also made a loan of GBP1.0 million to Armour Home Electronics Limited. At the time of the disposal sales were GBP15.0 million marginally up on the previous year and the operating loss was GBP0.2 million, compared to GBP0.1 million operating profit in the previous year. Armour Asia was also sold as part of the Armour Home disposal, achieved sales of GBP1.2 million, 6% up on the prior year and the operating loss was GBP0.2 million compared to GBP0.1 million last year, both compared to the comparative period in the prior year. Problems with its distributor in China, along with the political issues in Thailand and Indonesia hampered the growth expected from Armour Asia this year. The disposal of Armour Home produced a significant loss on disposal of GBP13.6 million.

There were numerous Board changes in the year. John Harris, the Group Finance Director resigned on 30 May 2014, following the successful sale of the Armour Automotive division, which resulted in a significant reduction in the size of the Group. Mark Wilson, who was previously the Group Financial Controller, was promoted to the Board as Group Finance Director and Company Secretary on 1 June 2014. George Dexter, the Group Chief Executive Officer resigned from the Board on 4 August 2014 on the disposal of Armour Home Electronics Limited. Steve Bodger, non-executive Director, resigned from the Board following the year end on 10 September 2014. I would like to take this opportunity to thank George Dexter, John Harris and Steve Bodger for their contributions to the Group throughout their periods in office.

Following these disposals, the Group is closing the head office, substantially reducing its operating costs and become an investing company. The Company's objective is to generate an attractive rate of return for shareholders by taking advantage of opportunities. The Company is seeking a transformational investment opportunity that offers the potential for enhancing future shareholder capital growth and income.

BOB MORTON

Chairman

12 November 2014

ARMOUR GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 August 2014

 
                                                  31 August   31 August 
                                                       2014        2013 
                                           Note      GBP000      GBP000 
                                                               Restated 
----------------------------------------  -----  ----------  ---------- 
 Revenue                                    2             -           - 
 
 Changes in inventory of finished                         -           - 
  goods and work in progress 
 Raw materials and consumables                            -           - 
 Employee benefits costs                              (759)       (652) 
 Depreciation and amortisation expense                  (1)         (2) 
 Other expenses                                       (179)       (326) 
----------------------------------------  -----  ----------  ---------- 
 Total expenses                                       (939)       (980) 
----------------------------------------  -----  ----------  ---------- 
 Loss from continuing operations 
  before exceptional items                            (725)       (980) 
 Exceptional items                          3         (214)           - 
----------------------------------------  -----  ----------  ---------- 
 Total loss from continuing operations                (939)       (980) 
 Finance expense                                      (150)       (273) 
 Finance income                                          20           - 
 Share of post-tax losses of equity                    (70)           - 
  accounted associate 
 Loss before taxation                               (1,139)     (1,253) 
 Taxation credit                            5            11         165 
----------------------------------------  -----  ----------  ---------- 
 Loss from continuing operations                    (1,128)     (1,088) 
----------------------------------------  -----  ----------  ---------- 
 (Loss)/profit from discontinued 
  operations, net of tax                    4      (10,071)       1,128 
 (Loss)/profit for the year                        (11,199)          40 
 
 Other Comprehensive Income 
 Exchange (losses)/gains on translation 
  of foreign operations                               (144)           6 
----------------------------------------  -----  ----------  ---------- 
 Total Other Comprehensive (Expense)/ 
  Income                                              (144)           6 
----------------------------------------  -----  ----------  ---------- 
 Total comprehensive (loss)/profit 
  for the year                                     (11,343)          46 
----------------------------------------  -----  ----------  ---------- 
 
 (Loss)/earnings per ordinary share 
  from continuing and discontinued 
  operations                                6 
 Basic                                             (11.96)p       0.04p 
 Diluted                                           (11.96)p       0.04p 
 Continuing operations 
 Basic                                              (1.20)p     (1.16)p 
 Diluted                                            (1.20)p     (1.16)p 
 
 
 

ARMOUR GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 August 2014

 
                                            31 August   31 August 
                                     Note        2014        2013 
                                               GBP000      GBP000 
--------------------------------  -------  ----------  ---------- 
 
 Non-current assets 
 Goodwill                                           -      12,084 
 Other intangible assets                            -       2,602 
 Property, plant and equipment                      1         709 
 Investment in associate                          859           - 
 Loan                                           1,000           - 
 Deferred taxation asset                            6         714 
 Total non-current assets                       1,866      16,109 
--------------------------------  -------  ----------  ---------- 
 
 Current assets 
 Inventories                                        -       7,957 
 Trade and other receivables                       60       6,703 
 Corporation taxation asset                         -         205 
 Cash and cash equivalents           11         4,070         302 
--------------------------------  -------  ----------  ---------- 
 Total current assets                           4,130      15,167 
--------------------------------  -------  ----------  ---------- 
 Total assets                        2          5,996      31,276 
--------------------------------  -------  ----------  ---------- 
 
 Current liabilities 
 Bank overdrafts and borrowings                     -     (7,951) 
 Trade and other payables                       (415)     (6,179) 
 Corporation taxation liability                     -        (27) 
 Provisions                                         -        (48) 
 Total current liabilities                      (415)    (14,205) 
--------------------------------  -------  ----------  ---------- 
 
 Non-current liabilities 
 Provisions                                         -        (76) 
 Deferred taxation liability                        -        (71) 
--------------------------------  -------  ----------  ---------- 
 Total non-current liabilities                      -       (147) 
--------------------------------  -------  ----------  ---------- 
 Total liabilities                   2          (415)    (14,352) 
--------------------------------  -------  ----------  ---------- 
 Total net assets                    2          5,581      16,924 
--------------------------------  -------  ----------  ---------- 
 
 
 
 
 Equity 
 Share capital                       8          7,134       7,134 
 Share premium                                 10,084      10,084 
 Other reserves                                     -         871 
 Retained earnings                           (11,065)       (737) 
 Translation reserve                                -         144 
 Share trust reserve                            (572)       (572) 
--------------------------------  -------  ----------  ---------- 
 Total equity                                   5,581      16,924 
--------------------------------  -------  ----------  ---------- 
 

ARMOUR GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 August 2014

 
                               Share      Share       Other    Retained   Translation      Share      Total 
                             capital    premium    reserves    earnings       reserve      trust     equity 
                                                                                         reserve 
                              GBP000     GBP000      GBP000      GBP000        GBP000     GBP000     GBP000 
-------------------------  ---------  ---------  ----------  ----------  ------------  ---------  --------- 
 
 At 1 September 
  2012                         7,134     10,084         871       (777)           138      (572)     16,878 
 Profit for the 
  year                             -          -           -          40             -          -         40 
 Other Comprehensive 
  Income                           -          -           -           -             6          -          6 
 
 At 31 August 2013             7,134     10,084         871       (737)           144      (572)     16,924 
-------------------------  ---------  ---------  ----------  ----------  ------------  ---------  --------- 
 
 Loss for the year                 -          -           -    (11,199)             -          -   (11,199) 
 Other Comprehensive 
  Expense                          -          -           -           -         (144)          -      (144) 
 Discontinued operations           -          -       (871)         871             -          -          - 
 
 At 31 August 2014             7,134     10,084           -    (11,065)             -      (572)      5,581 
-------------------------  ---------  ---------  ----------  ----------  ------------  ---------  --------- 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 August 2014

 
                                                        31 August   31 August 
                                                 Note        2014        2013 
                                                           GBP000      GBP000 
--------------------------------------------  -------  ----------  ---------- 
 
 Cash flow from operating activities 
 Cash generated from operations                  9             87       1,390 
 Income taxes (recovered)/ paid                               272        (11) 
--------------------------------------------  -------  ----------  ---------- 
 Net cash inflow from operating activities                    359       1,379 
--------------------------------------------  -------  ----------  ---------- 
 
 Investing activities 
 Purchase of property, plant and equipment                  (206)       (166) 
 Sale of property, plant and equipment                          9           - 
 New loans issued                                         (1,000)           - 
 Proceeds on disposal of discontinued                      11,226           - 
  operations 
 Costs of disposal of discontinued                          (822)           - 
  operations 
 Expenditure on intangible assets                           (797)       (695) 
 Interest received                                             17           2 
--------------------------------------------  -------  ----------  ---------- 
 Net cash generated from/(used in) 
  investing activities                                      8,427       (859) 
--------------------------------------------  -------  ----------  ---------- 
 
 Financing activities 
 New loans taken out                                            -       2,000 
 Repayment of loans                                       (4,499)     (2,234) 
 Interest paid                                              (348)       (479) 
--------------------------------------------  -------  ----------  ---------- 
 Net cash used in financing activities                    (4,847)       (713) 
--------------------------------------------  -------  ----------  ---------- 
 Net increase/(decrease) in cash, 
  cash equivalents and bank overdrafts           10         3,939       (193) 
 Currency variations on cash, cash 
  equivalents and bank overdrafts                               -           6 
 Cash, cash equivalents and bank overdrafts 
  at the start of the year                                    131         318 
--------------------------------------------  -------  ----------  ---------- 
 Cash, cash equivalents and bank overdrafts 
  at the end of the year                         11         4,070         131 
--------------------------------------------  -------  ----------  ---------- 
 

ARMOUR GROUP PLC

Preliminary Announcement of the audited financial statements for the year ended 31 August 2014

   1.    Accounting Policies 

Basis of preparation

The Group's Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively "IFRS") issued by the International Accounting Standards Board as adopted by the European Union ("Adopted IFRS") and with those parts of the Companies Act 2006 applicable to companies preparing their financial statements under IFRS.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of IFRS, this announcement does not itself contain sufficient information to comply with IFRS. The Group expects to publish full financial statements that comply with IFRS in mid November 2014.

Various new standards, interpretations and amendments have become effective since 1 September 2013, but have had no material effect on the financial statements.

   2.    Segment Information 

During the year the Group operated in the following main business segments, the results of these business segments up to the date of their disposal are included below:

Armour Automotive: The design, manufacture and supply of products for the in-vehicle communications and entertainment market;

Armour Home: The design, manufacture and supply of products into the hi-fi, home theatre, home entertainment and office furniture markets;

Armour Asia: The sale of Armour Automotive and Armour Home products into Asian markets and provision of supplier support services, including quality control, to the UK businesses; and

Central operations: The provision of Group-wide support services including finance and future product concepts to the other business segments within the Group.

These segments were considered on the basis of different products and services. The Revenue and profit/(loss) from operations of the trading segments have been included in (loss)/profit on discontinued operations, net of tax in the Consolidated Statement of Comprehensive Income.

 
 Continuing operations               Armour     Armour     Armour       Central 
  year ended 31 August 2014      Automotive       Home       Asia    operations      Total 
                                     GBP000     GBP000     GBP000        GBP000     GBP000 
----------------------------  -------------  ---------  ---------  ------------  --------- 
 Revenue                                  -          -          -             -          - 
 Loss from operations                     -          -          -         (939)      (939) 
----------------------------  -------------  ---------  ---------  ------------  --------- 
 Balance sheet 
 Assets                                   -          -          -         5,996      5,996 
 Liabilities                              -          -          -         (415)      (415) 
----------------------------  -------------  ---------  ---------  ------------  --------- 
 Net Assets                               -          -          -         5,581      5,581 
----------------------------  -------------  ---------  ---------  ------------  --------- 
 Other 
 Finance Expense                          -          -          -         (150)      (150) 
 Taxation Credit                          -          -          -            11         11 
----------------------------  -------------  ---------  ---------  ------------  --------- 
 
 
 Continuing operations               Armour     Armour     Armour       Central 
  year ended 31 August 2013      Automotive       Home       Asia    operations      Total 
                                     GBP000     GBP000     GBP000        GBP000     GBP000 
----------------------------  -------------  ---------  ---------  ------------  --------- 
 Loss from operations                     -          -          -         (980)      (980) 
----------------------------  -------------  ---------  ---------  ------------  --------- 
 Other 
 Finance Expense                          -          -          -         (273)      (273) 
 Taxation Credit                          -          -          -           165        165 
----------------------------  -------------  ---------  ---------  ------------  --------- 
 
 
 Discontinued operations year            Armour     Armour    Armour       Central 
  ended 31 August 2014               Automotive       Home      Asia    operations      Total 
                                         GBP000     GBP000    GBP000        GBP000     GBP000 
---------------------------------  ------------  ---------  --------  ------------  --------- 
 Revenue                                  8,915     14,987     1,154             -     25,056 
 Profit/(loss) from discontinued 
  operations net of tax                   3,524   (13,550)      (45)             -   (10,071) 
---------------------------------  ------------  ---------  --------  ------------  --------- 
 
 
 Discontinued operations year            Armour    Armour    Armour       Central 
  ended 31 August 2013               Automotive      Home      Asia    operations      Total 
                                         GBP000    GBP000    GBP000        GBP000     GBP000 
---------------------------------  ------------  --------  --------  ------------  --------- 
 Revenue                                 14,499    16,127     1,468             -     32,094 
 Profit/(loss) from discontinued 
  operations net of tax                   1,193      (32)      (33)             -      1,128 
---------------------------------  ------------  --------  --------  ------------  --------- 
 
 
 Year ended 31 August 2013         Armour    Armour    Armour       Central 
                               Automotive      Home      Asia    operations      Total 
                                   GBP000    GBP000    GBP000        GBP000     GBP000 
---------------------------  ------------  --------  --------  ------------  --------- 
 Balance sheet 
 Assets                             7,402    10,906       770        12,198     31,276 
 Liabilities                      (4,606)   (6,958)     (313)       (2,475)   (14,352) 
---------------------------  ------------  --------  --------  ------------  --------- 
 Net Assets                         2,796     3,948       457         9,723     16,924 
---------------------------  ------------  --------  --------  ------------  --------- 
 

Geographical information

 
                     Revenue by location     Total non-current assets by location 
                         of customers 
                         2014        2013                 2014                2013 
                       GBP000      GBP000               GBP000              GBP000 
-----------------  ----------  ----------  -------------------  ------------------ 
 United Kingdom        15,668      20,507                1,866              16,080 
 Sweden                 1,491       1,982                    -                   3 
 France                 1,111       1,509                    -                   - 
 Denmark                  233         838                    -                   - 
 Italy                    763         829                    -                   - 
 Hong Kong                 53          95                    -                  15 
 Other countries        5,737       6,334                    -                  11 
-----------------  ----------  ----------  -------------------  ------------------ 
                       25,056      32,094                1,866              16,109 
-----------------  ----------  ----------  -------------------  ------------------ 
 
   3.    Exceptional items 

Exceptional items relates to the redundancy costs at Head Office following the sale of the Armour Automotive division The exceptional costs incurred are shown below:

 
                           31 August   31 August 
                                2014        2013 
                              GBP000      GBP000 
------------------------  ----------  ---------- 
 
 Redundancy costs                214           - 
 Total exceptional items         214           - 
------------------------  ----------  ---------- 
 
   4.    Discontinued operations 

During the year the Group disposed of both of its trading divisions, Armour Automotive was sold on the 31(st) March 2014 and Armour Home on 4(th) August 2014. The post tax gain/(loss) of discontinued operations was determined as follows:

 
                                                                  Armour    Armour 
                                                              Automotive      Home     Total 
                                                                  GBP000    GBP000    GBP000 
-----------------------------------------------------------  -----------  --------  -------- 
Revenue                                                            8,915    16,141    25,056 
Expenses other than finance costs                                (8,095)  (16,604)  (24,699) 
Finance costs                                                       (79)     (153)     (232) 
Tax (expense)/credit                                               (166)        58     (108) 
Net asset value of associate                                           -       929       929 
Gain/(loss) from selling discontinued operations after tax         2,949  (13,966)  (11,017) 
-----------------------------------------------------------  -----------  --------  -------- 
Profit/(loss) from discontinued operations                         3,524  (13,595)  (10,071) 
-----------------------------------------------------------  -----------  --------  -------- 
 
 
                                              31 August  31 August 
                                                   2014       2013 
Loss per share from discontinued operations       pence      pence 
--------------------------------------------  ---------  --------- 
Basic loss per share                            (10.76)     (1.20) 
Diluted loss per share                          (10.76)     (1.20) 
--------------------------------------------  ---------  --------- 
 

The consolidated statement of cash flows includes the following amounts relating to discontinued operations:

 
                                                  31 August  31 August 
                                                       2014       2013 
                                                     GBP000     GBP000 
------------------------------------------------  ---------  --------- 
Operating activities                                  1,374      1,615 
Investing activities                                  9,410      (859) 
Financing activities                                (2,697)      (456) 
------------------------------------------------  ---------  --------- 
Net cash generated from discontinued operations       8,087        300 
------------------------------------------------  ---------  --------- 
 

The consideration received in respect of the disposal of Armour Automotive was GBP11.2 million and there was nil cash consideration received in respect of Armour Home.

 
                                        Armour   Armour 
                                    Automotive    Home*    Total 
Net assets disposed                     GBP000   GBP000   GBP000 
---------------------------------  -----------  -------  ------- 
Property, plant and equipment              119      560      679 
Goodwill                                 2,088    9,996   12,084 
Intangibles                              3,360    1,710    5,070 
Trade and other receivables              3,822    3,207    7,029 
Other financial assets                   2,815    6,083    8,898 
Cash, cash equivalents and loans       (2,890)  (2,720)  (5,610) 
Trade and other payables               (2,500)  (4,126)  (6,626) 
                                         6,814   14,710   21,524 
---------------------------------  -----------  -------  ------- 
 

*Includes Armour Hong Kong Limited.

   5.    Taxation 
 
                                              31 August   31 August 
                                                   2014        2013 
                                                 GBP000      GBP000 
-------------------------------------------  ----------  ---------- 
 Current taxation credit 
 UK Corporation Tax on result for the year            -           - 
 Adjustment in respect of prior years                17         205 
 Discontinued operations                              -         (2) 
 Income taxation of overseas operations               -        (38) 
-------------------------------------------  ----------  ---------- 
 Total current taxation credit                       17         165 
-------------------------------------------  ----------  ---------- 
 Deferred taxation credit 
 UK operations                                      (5)       (176) 
 Adjustment in respect of prior years               (1)         (6) 
 Discontinued operations                              -         180 
 Overseas operations                                  -           2 
-------------------------------------------  ----------  ---------- 
 Total deferred taxation charge                     (6)           - 
-------------------------------------------  ----------  ---------- 
 Total taxation credit                               11         165 
-------------------------------------------  ----------  ---------- 
 

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to the result for the year are as follows:

 
                                                      31 August   31 August 
                                                           2014        2013 
                                                         GBP000      GBP000 
---------------------------------------------------  ----------  ---------- 
 Loss before taxation                                   (1,139)     (1,253) 
 
 Loss multiplied by the rate of UK corporation 
  tax of 22.16% (2013: 23.58%)                              252         296 
 Effects of: 
 Expenses not deductible for taxation purposes              (1)        (28) 
 Taxation credits                                             -         132 
 Differences arising from overseas taxation 
  rates and foreign currency                                  -         (1) 
 Differences arising from variation of UK taxation 
  rates                                                       -       (103) 
 Carried forward losses not recognised                    (229)       (200) 
 Associate                                                  (4)           - 
 Discontinued operations                                   (23)       (130) 
 Adjustments in respect of prior years                       16         199 
---------------------------------------------------  ----------  ---------- 
 Total taxation credit                                       11         165 
---------------------------------------------------  ----------  ---------- 
 
   6.    (Loss)/earnings per ordinary share 

Basic (loss)/earnings per ordinary share are calculated using the weighted average number of ordinary shares in issue during the financial year of 93,627,496 (31 August 2013: 93,627,496). Diluted (loss)/earnings per ordinary share are calculated with reference to 93,627,496 (31 August 2013: 93,627,496) ordinary shares. The effect of the exercise of options on the weighted average number of ordinary shares in issue is nil (31 August 2013: Nil).

At 31 August 2014, the Armour Employees' Share Trust held 3,424,000 (31 August 2013: 3,424,000) ordinary shares. The weighted average number of ordinary shares held by the Armour Employees' Share Trust during the year of 3,424,000 (31 August 2013: 3,424,000) is not included in either the weighted average, or diluted weighted average, ordinary shares in issue during the financial year.

Underlying (loss)/earnings per ordinary share are also shown calculated by reference to earnings before exceptional items. The Directors consider that this gives a useful additional indication of underlying performance. The term "underlying" is not defined under IFRS and may not therefore be comparable with similarly titled profit measures reported by other entities.

 
                                    31 August 2014                31 August 2013 
                                                                      Restated 
                                          Basic   Diluted               Basic   Diluted 
                               GBP000     pence     pence     GBP000    pence     pence 
--------------------------  ---------  --------  --------  ---------  -------  -------- 
 (Loss)/profit for the 
  year                       (11,199)   (11.96)   (11.96)         40     0.04      0.04 
 Discontinued operations, 
  net of tax                   10,071     10.76     10.76    (1,128)   (1.20)    (1.20) 
--------------------------  ---------  --------  --------  ---------  -------  -------- 
 Continuing operations        (1,128)    (1.20)    (1.20)    (1,088)   (1.16)    (1.16) 
 Exceptional items, net 
  of tax                          214      0.23      0.23          -        -         - 
 Underlying loss                (914)    (0.97)    (0.97)    (1,088)   (1.16)    (1.16) 
--------------------------  ---------  --------  --------  ---------  -------  -------- 
 
   7.    Dividend 

The Board did not recommend a dividend for the year ended 31 August 2013 and has not recommended a final dividend for the year ended 31 August 2014.

   8.    Share capital 
 
                                    Nominal value                      Number 
                           ------------------------------  ------------------------------ 
                            Ordinary   Deferred             Ordinary   Deferred 
                              shares     shares               shares     shares 
                                  of         of                   of         of 
                             1p each    9p each     Total    1p each    9p each     Total 
                              GBP000     GBP000    GBP000       '000       '000      '000 
-------------------------  ---------  ---------  --------  ---------  ---------  -------- 
 Authorised: 
 At 1 September 2013 and 
  31 August 2014               8,837      6,163    15,000    883,679     68,480   952,159 
-------------------------  ---------  ---------  --------  ---------  ---------  -------- 
 Allotted, called up and 
  fully paid: 
 At 1 September 2013 and 
  31 August 2014                 971      6,163     7,134     97,051     68,480   165,531 
-------------------------  ---------  ---------  --------  ---------  ---------  -------- 
 

The holders of ordinary shares of 1p each are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All the ordinary shares of 1p each rank equally with regard to the Company's residual assets.

The deferred shares of 9p each have restricted and minimal rights, whereby:

-- Holders are not entitled to receive any dividend, or other distribution or to receive notice or speak or vote at general meetings of the Company;

-- On a return of assets on a winding up, holders are only entitled to amounts paid up on such shares after the repayment of GBP10 million per ordinary share;

   --        The deferred shares are not freely transferable; 

-- The creation and issue of further shares which rank equally or in priority to the deferred shares or the passing of a resolution of the Company to cancel the deferred shares or to effect a reduction of the capital shall not constitute a modification or abrogation of their rights;

-- The Company has the right at any time to purchase all of the deferred shares for an aggregate consideration of GBP1.00;

-- No application has or will be made for the deferred shares to be admitted to trading on AIM or any other stock exchange; and

   --        No share certificates have or will be issued for any of the deferred shares. 
   9.    Net cash flow from operations 
 
                                                     31 August   31 August 
                                                          2014        2013 
                                                        GBP000      GBP000 
--------------------------------------------------  ----------  ---------- 
 
 (Loss)/profit for the year                           (11,199)          40 
 Depreciation of property, plant and equipment               1         301 
 Amortisation and impairment of intangible assets            -         579 
 Depreciation, amortisation, finance expense             1,102           - 
  and tax relating to discontinued operations 
 Loss on disposal of subsidiary undertakings            10,071           - 
 Share of post-tax losses of associate                      70           - 
 Finance income                                           (20)         (2) 
 Finance expense                                           150         595 
 Income tax (credit)/charge                               (11)          13 
--------------------------------------------------  ----------  ---------- 
 EBITDA*                                                   164       1,526 
--------------------------------------------------  ----------  ---------- 
 Loss on sale of property, plant and equipment 
  and intangible fixed assets                                -          19 
 Decrease in inventories                                     -         572 
 Increase in trade and other receivables                  (25)        (64) 
 Decrease in trade, other payables and provisions         (52)       (663) 
--------------------------------------------------  ----------  ---------- 
                                                          (77)       (136) 
--------------------------------------------------  ----------  ---------- 
 Cash generated from operations                             87       1,390 
--------------------------------------------------  ----------  ---------- 
 

* EBITDA is defined as the (loss)/profit before interest, taxation, depreciation, amortisation and share-based payments.

10. Reconciliation of net cash flow to movement in net debt

Net debt incorporates the Group's borrowings and bank overdrafts, less cash and cash equivalents. A reconciliation of the movement in the net debt from the beginning to the end of the year is shown below:

 
                                                      31 August   31 August 
                                                           2014        2013 
                                                         GBP000      GBP000 
---------------------------------------------------  ----------  ---------- 
 
 Net increase/(decrease) in cash, cash equivalents 
  and bank overdrafts                                     3,939       (193) 
 New loans                                                    -     (2,000) 
 Repayment of loans                                       4,499       2,234 
 Other non-cash movements                                 3,281        (93) 
---------------------------------------------------  ----------  ---------- 
 Decrease/(increase) in net cash/(debt)                  11,719        (52) 
 Opening net debt                                       (7,649)     (7,597) 
---------------------------------------------------  ----------  ---------- 
 Closing net cash/(debt)                                  4,070     (7,649) 
---------------------------------------------------  ----------  ---------- 
 

Of the non-cash movements, GBP3.3 million related to the transfer of the liability outstanding under the GE Finance Facility to Armour Home Electronics Limited as part of the disposal of this subsidiary.

11. Cash and cash equivalents

 
                                                  31 August   31 August 
                                                       2014        2013 
                                                     GBP000      GBP000 
-----------------------------------------------  ----------  ---------- 
 
 Cash at bank and in hand, being cash and cash 
  equivalents in the Consolidated Statement of 
  Financial Position                                  4,070         302 
 Less overdrafts included in borrowings                   -       (171) 
-----------------------------------------------  ----------  ---------- 
 Cash, cash equivalents and bank overdrafts in 
  the Consolidated Statement of Cash Flows            4,070         131 
-----------------------------------------------  ----------  ---------- 
 

12. Publication of non-statutory accounts

The financial information set out in this preliminary announcement does not constitute the Group's financial statements for the year ended 31 August 2014 and the year ended 31 August 2013.

The financial statements for the year ended 31 August 2013 were prepared in accordance with Adopted IFRS and have been delivered to the Registrar of Companies. The financial statements for the year ended 31 August 2014 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditors' report on both accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain statements under sections 498(2) or (3) of the Companies Act 2006.

The full audited financial statements of Armour Group plc for the period ended 31 August 2014 are expected to be posted to shareholders by the 15 November 2014 and will be available to the public at the Company's new registered office, Suite 25, 6-8 Revenge Road, Lordswood, Chatham, Kent, ME5 8UD and available to view on the Company's website at www.armourgroup.uk.com from that date.

13. Annual General Meeting

The Annual General Meeting will be held at the offices of Arnold & Porter (UK) LLP, Tower 42, 25 Old Broad Street, London EC2N 1HQ on Monday 8 December 2014 at 12.00 noon.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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