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TFW.GB Thorpe (FW)

400.00
-2.00 (-0.50%)
25 Apr 2024 - Closed
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Share Name Share Symbol Market Type Share ISIN Share Description
Thorpe (FW) AQSE:TFW.GB Aquis Stock Exchange Ordinary Share GB00BC9ZLX92 Ordinary Shares 1p
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Thorpe(F.W.) PLC Final Results (4059C)

11/10/2022 7:00am

UK Regulatory


Thorpe (FW) (AQSE:TFW.GB)
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TIDMTFW

RNS Number : 4059C

Thorpe(F.W.) PLC

11 October 2022

Results

for the year ended 30 June 2022

FW Thorpe Plc - a group of companies that de sign, manufacture and supply professional lighting systems - is pleased to announce its preliminary results for the year ended 30 June 2022.

Key points:

 
Continuing operations                          2022       2021                      Exc. 
                                                                                   Zemper 
                                                                                 Acquisition 
-------------------------------------------  ---------  ---------  -----------  ------------ 
Revenue                                      GBP143.7m  GBP117.9m     21.9%         9.9% 
                                                                     increase     increase 
Operating profit (before 2021 exceptional    GBP24.7m   GBP19.2m      28.5%        20.3% 
 item)                                                               increase     increase 
Profit before tax (before 2021 exceptional   GBP24.1m   GBP18.6m      29.8%        25.6% 
 item)                                                               increase     increase 
Profit before tax                            GBP24.1m   GBP20.1m      19.7%        15.8% 
                                                                     increase     increase 
                                                                      26. 5        23.1% 
Basic earnings per share                      17.16p     13.57p     % increase    increase 
-------------------------------------------  ---------  ---------  -----------  ------------ 
 
   --      Total interim and final dividend of 6.15p (2021: 5.80p) - an increase of 6.0% 
   --      Final dividend of 4.61p (2021: 4.31p) - an increase of 7.0% 
   --      Strong revenue and orders growth across the majority of the Group 

-- Solid operating profit growth despite challenges with component supply and inflationary cost pressures

   --      Zemper, acquired in October 2021, has been successfully integrated 
   --      Entered into a joint venture investment in Ratio Electric 

-- Net cash generated from operating activities, despite increasing stock levels, remained strong - GBP19.7m (2021: GBP21.9m)

   --      Solid start to 2022/23, with operating performance ahead of the start of last year 

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (MAR) as supplemented by The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR").

For further information please contact:

 
FW Thorpe Plc 
Mike Allcock - Chairman, Joint Chief Executive   01527 583200 
Craig Muncaster - Joint Chief Executive, Group 
 Financial Director                              01527 583200 
 
     Singer Capital Markets - Nominated Adviser 
Steve Pearce /James Moat                         020 7496 3000 
 

Chairman's statement

Another year has passed without a return to a more stable business climate, and with one crisis being replaced by another. Nevertheless, I am again pleased to report that the Group has increased its revenue and profitability (before and after the effects of its acquisition of Zemper).

This positive performance is especially admirable considering most companies in the Group suffered severe component shortages throughout the financial year, hampering production output and efficiency, and softening year-end results. Most Group companies continue to face supply shortages, particularly for electronic components and microchips, whilst having substantial order books.

Component scarcities have inevitably affected the Group's enviably high levels of customer service, but I hope the situation is at last improving. In addition, of course, the Group is also contending with significant cost inflation of materials, wages and utilities.

The Annual Report and Accounts contains a more detailed appraisal of each company's individual achievements and challenges.

Group Results

Revenue increased by 22% to GBP144m, or by 10% excluding revenue associated with the acquisition of Zemper. Operating profit increased by 29% to GBP25m, or by 20% on a like-for-like basis excluding the addition from Zemper and last year's exceptional item. A 17% operating profit return on revenue is a good achievement, under the circumstances, but the Board thinks that improvements can be made, and all businesses are targeted to improve.

A high proportion of growth within the Group is again attributable to Thorlux Lighting in the UK and Famostar in the Netherlands.

There was a notable downturn at TRT Lighting due to the lack of a sizeable one-off project during the year and some factory efficiency issues. TRT's order book has now returned to a good level. A new operations director started at TRT in mid-August and is addressing manufacturing performance.

Zemper made a solid start within the Group, despite facing similar issues to other companies as referred to throughout this report.

General Overview

All companies in the Group have significantly increased their stock levels during the year - from a low point of GBP20m to GBP29m on a like-for-like basis - to support their large order books as well as to further mitigate the ongoing supply chain risk. It is important that this stock is carefully managed to avoid overshoot and obsolescence in coming months. Whilst stock has increased significantly overall, it is rare for a fully populated bill of materials to reach the assembly areas, causing the delays mentioned and dampening Group performance as a whole.

Whilst order delivery lead times have increased dramatically, for example at Thorlux Lighting, within the Group we are striving to deliver on time where possible, notwithstanding the supplier issues mentioned.

All companies have been affected by significant cost increases. Whilst the intention has been to recover cost increases by making selling price increases in a fair manner, some Group companies were better than others in achieving this in a timely fashion. Within the Group we need to be agile and react to market conditions, being prepared to reverse price rises if the cost base changes again, as well as driving through efficiency savings where practical.

Electrozemper S.A. (trading as Zemper) has settled nicely into the Group. The timing of Zemper's financial reporting is now aligned with that of the Group; consequently, only nine months of its figures are included in this year's final results. The results presented are dampened by the required acquisition accounting adjustments. Technical teams from around the Group have embarked on several synergy projects and some common sustainability and circularity work. I hope this will improve productivity and enhance margins too.

As mentioned in my interim report, in December 2021 the Group purchased a 50% stake in Ratio Electric BV from the Netherlands - a company that designs and manufactures electric vehicle chargers, connecting leads and electrical wiring accessories. Figures for Ratio are not included in the operating results of the Group, with our share of profits included within profit before tax. Revenue growth, as expected, has been significant, even though Ratio has experienced component shortages like other companies. Profitability has grown only slightly, but is in line with expectations due to the investments required to develop the more high technology chargers especially suited to the UK market and some of the Group's commercial customers. Ratio now has a developing UK operation with five employees, distribution and manufacturing space, and new ranges of cloud-connected chargers which are targeted to be ready in late autumn this year. These are exciting times for all concerned.

FW Thorpe has successfully adapted to rapid changes in its market in recent years, including the wholesale change to LED technology, and now the change to wireless-enabled high technology solutions that provide not only energy savings but many other benefits such as energy and status reporting and data collection. The Thorlux SmartScan system, for example, continues to mature and, in my opinion, is the leading solution for the UK market and beyond. The first-generation system was launched in 2016, and in 2019 won a Queen's Award for Enterprise in the Innovation category. Generation 2 is now available, following successful site trials over the last 12 months. The most recent system offers a raft of new features to keep it ahead of the competition, and provides customers with freedom to manage and communicate with their lights in a much faster, more complete and even more robust way. The new generation SmartScan system was developed in collaboration with Thorlux's biggest customer and resulted in Thorlux winning the lighting contract for one of the largest factories in Europe, in central Germany. The majority of the software is developed in house with Thorlux's own engineers and, as such, is now exclusively in use in most Group companies.

The next challenge for FW Thorpe, which is certainly topical in its industry, is the global one of sustainability. To that end, within the Group we have a good head start, having commenced our programme in 2010. In order to remain in a prime position, FW Thorpe needs to continue to invest in greener solutions for its factories, better sourcing and control of components, more circularity to designs, and more energy efficient product solutions. Apart from the well-publicised ongoing tree planting projects, FW Thorpe will continue to roll out solar solutions for its numerous factory roofs. Through good foresight and, probably, fortunate timing, last year, before the energy crisis and availability issues, FW Thorpe bought a further 3,000 large 2.094 by 1.038 metre PV panels at a cost of around GBP0.9m to cover the roof of the main Thorlux facility in Redditch. These are in a warehouse on standby for fitment. Prior to being able to mount them to the 30-year-old roof, significant enabling works are being completed - at a further cost of

GBP0.7m. At the time of writing, with such enormous rising electrical costs, it is hoped that the panels will be commissioned soon - hopefully they will be online around the time of this year's AGM in November.

Efforts continue within the Group to improve companies' sustainability credentials and move sooner towards Net Zero - which, apart from being the right thing to do, will bring commercial advantages. Initial third-party support and assessment is now complete. I hope to be able to share the estimated CO(2) e (total carbon footprint) number for the Group as a whole when the Group is more certain of its direction. It has taken months of work to collect and collate accounts for emissions from all Group activities in scope 1, 2 and 3; the estimated CO(2) e number not only includes emissions due to the Group's sales, manufacturing and distribution activities, but also the emissions from the Group going about its normal business - for example, including emissions from the supply chain and from downstream use of products by customers and the electrical energy the luminaires consume. To be able to say the Group is Net Zero seems a distant dream, but every watt saved in Group factories and saved by making its lights more efficient is another watt that does not have to be reduced and offset.

Apart from electrical energy consumption, sustainability involves many other factors such as material selection, reduction, re-use and recycling. Within the Group, all employees are involved: they are being trained and developed, and receive a frequent chairman's sustainability newsletter, with contributions from around the Group; some employees have even been awarded with a 'Net Zero Hero' tee shirt for special achievements. Many of the efficiency gains in Group factories and at product level reduce costs, make Group companies more successful at winning orders, and improve the Group's reputation. For example, Thorlux was awarded Manufacturer of the Year at the prestigious Lux Awards in 2020, with specific mention of its tree planting and solar PV works in the judges' comments.

Acquisition

I mentioned above that, following significant design and engineering effort, the Group won a major German factory lighting project, involving around 10,000 luminaires on the Thorlux SmartScan generation 2 platform. The German customer for this project, SchahlLED Lighting GmbH, has rapidly become the Group's largest customer over the last 3 years or so. SchahlLED's independent majority shareholder approached FW Thorpe to discuss the sale of its shares; it was natural for FW Thorpe to have a keen interest, as well as for SchahlLED's management to want to continue to build on the trading relationship of the last few years. Although members of the Board of FW Thorpe had planned for a few years to be quieter on the acquisition front, we approached this situation in both a defensive capacity to protect existing work, but also in an opportunistic way, as we see good growth potential in SchahlLED's business model of focusing on energy saving payback projects, and think they could be adopted in some other territories. So, I am pleased to announce that on 26 September 2022, FW Thorpe acquired an 80% shareholding in SchahlLED GmbH, with the remaining shares to be acquired subject to performance conditions over the next 3 years. FW Thorpe paid an initial consideration from cash reserves, with the remaining shares available in due course with certain earn-out conditions.

Last year, SchahlLED's revenue, which has grown rapidly in recent years, was EUR15.9m, with an EBITDA of EUR2.8m. The company has solid growth plans and will continue to focus on selling high technology wireless lighting systems, in future supplied almost exclusively by the Group.

Personnel

I would like to thank all Group employees for their dedication and commitment throughout the financial year. All areas of the business have been under significant pressure from dealing with the current economic climate, including issues related to sourcing difficulties and manufacturing capacity. Engineering teams have faced the constant pressure of re-designs to accommodate alternative components, and those facing customer service issues have had their patience stretched. The diligence of Group employees does not go unnoticed and is sincerely appreciated.

Dividend

Performance as a whole for the year to 30 June 2022 allows the Board to recommend an increased final dividend of 4.61p per share (2021: 4.31p), which gives a total for the year of 6.15p (2021: 5.80p excluding special dividend).

Outlook

The dramatic rising cost of energy is a catalyst for customers to study their lighting energy consumption and look for ways to reduce it. In the media there is often mention of turning lights off to reduce usage, but of course commercially, in most cases, doing so is simply not practical and may be dangerous. The whole Group, and especially Thorlux, is focused on designing energy saving products; therefore, I anticipate that orders should be resilient if a recession becomes inevitable. Customers' energy costs have trebled in some instances, which means investment payback periods could be one third of those a year ago.

FW Thorpe has a broad portfolio of customers; those in government or blue-chip industries have usually found the capital to invest in their assets when times get more difficult.

Within the Group we have taken actions to cover rising costs: we continually strive to achieve better margins without unfairly penalising our customers, ensuring long term retention rates. We strive for further efficiency improvements and have the cash to invest in energy saving and sustainability projects.

The Group has started the financial year with a robust order book and some healthy projects on the horizon. The Group sees an improving supply and operations picture and, as such, the Board expects a good first half performance despite ongoing pressures on operating costs.

Mike Allcock

Chairman and Joint Chief Executive

11 October 2022

Consolidated Results

Consolidated Income Statement

For the year ended 30 June 2022

 
                                                             2022      2021 
                                                  Notes   GBP'000   GBP'000 
------------------------------------------------  -----  --------  -------- 
Continuing operations 
Revenue                                               2   143,715   117,875 
Cost of sales                                            (80,440)  (62,484) 
------------------------------------------------  -----  --------  -------- 
Gross profit                                               63,275    55,391 
------------------------------------------------  -----  --------  -------- 
Distribution costs                                       (15,501)  (13,598) 
Administrative expenses                                  (23,482)  (22,855) 
Other operating income                                        423       289 
------------------------------------------------  -----  --------  -------- 
Operating profit (before exceptional item)                 24,715    19,227 
Exceptional item in respect of Lightronics fire                 -     1,566 
------------------------------------------------  -----  --------  -------- 
Operating profit                                      2    24,715    20,793 
Finance income                                                527       615 
Finance expense                                           (1,367)   (1,267) 
Share of profit of joint ventures                             228         - 
------------------------------------------------  -----  --------  -------- 
Profit before income tax                                   24,103    20,141 
Income tax expense                                    3   (4,030)   (4,329) 
------------------------------------------------  -----  --------  -------- 
Profit for the year                                        20,073    15,812 
------------------------------------------------  -----  --------  -------- 
 

Earnings per share from continuing operations attributable to the equity holders of the Company during the year (expressed in pence per share)

 
                                                2022    2021 
Basic and diluted earnings per share   Notes   pence   pence 
-------------------------------------  -----  ------  ------ 
- Basic                                    8   17.16   13.57 
- Diluted                                  8   17.13   13.52 
-------------------------------------  -----  ------  ------ 
 

Consolidated Statement of Comprehensive Income

For the year ended 30 June 2022

 
                                                               2022      2021 
                                                    Notes   GBP'000   GBP'000 
-------------------------------------------------  ------  --------  -------- 
Profit for the year:                                         20,073    15,812 
---------------------------------------------------------  --------  -------- 
Other comprehensive (expenses)/income 
Items that may be reclassified to profit or loss 
Exchange differences on translation of foreign 
 operations                                                   (268)     (688) 
---------------------------------------------------------  --------  -------- 
                                                              (268)     (688) 
Items that will not be reclassified to profit 
 or loss 
Revaluation of financial assets at fair value 
 through other comprehensive income                            (57)       135 
Actuarial gain on pension scheme                                953     1,758 
Movement on unrecognised pension scheme surplus             (1,143)   (1,940) 
Taxation                                                         14     (236) 
---------------------------------------------------------  --------  -------- 
                                                              (233)     (283) 
 --------------------------------------------------------  --------  -------- 
Other comprehensive expense for the year, net 
 of tax                                                       (501)     (971) 
---------------------------------------------------------  --------  -------- 
Total comprehensive income for the year                      19,572    14,841 
---------------------------------------------------------  --------  -------- 
 

Consolidated Statement of Financial Position

For the year ended 30 June 2022

 
 
                                                                        2022      2021 
                                                             Notes   GBP'000   GBP'000 
-----------------------------------------------------------  -----  --------  -------- 
Assets 
Non-current assets 
Property, plant and equipment                                    5    33,818    28,251 
Intangible assets                                                6    51,865    19,705 
Investments in subsidiaries                                                -         - 
Investment property                                                    1,984     1,967 
Financial assets at amortised cost                                     1,124       746 
Equity accounted investments and joint arrangements                    6,112         - 
Financial assets at fair value through other comprehensive 
 income                                                                3,470     3,764 
Deferred income tax assets                                               120         - 
-----------------------------------------------------------  -----  --------  -------- 
Total non-current assets                                              98,493    54,433 
-----------------------------------------------------------  -----  --------  -------- 
Current assets 
Inventories                                                           32,758    20,389 
Trade and other receivables                                           33,018    29,310 
Financial assets at amortised cost                                     1,800     1,800 
Short-term financial assets                                      7     5,079    23,603 
Cash and cash equivalents                                             35,505    52,268 
-----------------------------------------------------------  -----  --------  -------- 
Total current assets                                                 108,160   127,370 
-----------------------------------------------------------  -----  --------  -------- 
Total assets                                                         206,653   181,803 
-----------------------------------------------------------  -----  --------  -------- 
Liabilities 
Current liabilities 
Trade and other payables                                            (35,801)  (39,198) 
Financial liabilities                                                  (332)         - 
Lease liabilities                                                      (506)     (226) 
Current income tax liabilities                                         (641)   (1,040) 
-----------------------------------------------------------  -----  --------  -------- 
Total current liabilities                                           (37,280)  (40,464) 
-----------------------------------------------------------  -----  --------  -------- 
Net current assets                                                    70,880    86,906 
-----------------------------------------------------------  -----  --------  -------- 
Non-current liabilities 
Other payables                                                      (12,880)      (78) 
Financial liabilities                                                (1,830)         - 
Lease liabilities                                                    (2,510)     (435) 
Provisions for liabilities and charges                               (2,536)   (2,242) 
Deferred income tax liabilities                                      (4,264)   (1,591) 
-----------------------------------------------------------  -----  --------  -------- 
Total non-current liabilities                                       (24,020)   (4,346) 
-----------------------------------------------------------  -----  --------  -------- 
Total liabilities                                                   (61,300)  (44,810) 
-----------------------------------------------------------  -----  --------  -------- 
Net assets                                                           145,353   136,993 
-----------------------------------------------------------  -----  --------  -------- 
Equity 
Share capital                                                          1,189     1,189 
Share premium account                                                  2,827     1,960 
Capital redemption reserve                                               137       137 
Foreign currency translation reserve                                   1,808     2,076 
Retained earnings 
-----------------------------------------------------------  -----  --------  -------- 
At 1 July                                                            131,631   122,686 
Profit for the year attributable to the owners                        20,073    15,812 
Other changes in retained earnings                                  (12,312)   (6,867) 
-----------------------------------------------------------  -----  --------  -------- 
                                                                     139,392   131,631 
-----------------------------------------------------------  -----  --------  -------- 
Total equity                                                         145,353   136,993 
-----------------------------------------------------------  -----  --------  -------- 
 

Consolidated Statement of Changes in Equity.

For the year ended 30 June 2022

 
                                                                                   Foreign 
                                                          Share      Capital      currency 
                                                Share   premium   redemption   translation   Retained     Total 
                                              capital   account      reserve       reserve   earnings    equity 
                                      Notes   GBP'000   GBP'000      GBP'000       GBP'000    GBP'000   GBP'000 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Balance at 1 July 2020                          1,189     1,526          137         2,764    122,686   128,302 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Comprehensive income 
Profit for the year to 30 June 
 2021                                               -         -            -             -     15,812    15,812 
Actuarial gain on pension scheme                    -         -            -             -      1,758     1,758 
Movement on unrecognised pension 
 scheme surplus                                     -         -            -             -    (1,940)   (1,940) 
Revaluation of financial assets 
 at fair value through other 
 comprehensive income                               -         -            -             -        135       135 
Movement on associated deferred 
 tax                                                -         -            -             -       (59)      (59) 
Impact of deferred tax rate 
 change                                             -         -            -             -      (177)     (177) 
Exchange differences on translation 
 of foreign operations                              -         -            -         (688)          -     (688) 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Total comprehensive income                          -         -            -         (688)     15,529    14,841 
Transactions with owners 
Shares issued from exercised 
 options                                            -       434            -             -          -       434 
Dividends paid to shareholders            4         -         -            -             -    (6,631)   (6,631) 
Share based payment charge                          -         -            -             -         47        47 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Total transactions with owners                      -       434            -             -    (6,584)   (6,150) 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Balance at 30 June 2021                         1,189     1,960          137         2,076    131,631   136,993 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Comprehensive income 
Profit for the year to 30 June 
 2022                                               -         -            -             -     20,073    20,073 
Actuarial gain on pension scheme                    -         -            -             -        953       953 
Movement on unrecognised pension 
 scheme surplus                                     -         -            -             -    (1,143)   (1,143) 
Revaluation of financial assets 
 at fair value through other 
 comprehensive income                               -         -            -             -       (57)      (57) 
Movement on associated deferred 
 tax                                                -         -            -             -         14        14 
Exchange differences on translation 
 of foreign operations                              -         -            -         (268)          -     (268) 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Total comprehensive income                          -         -            -         (268)     19,840    19,572 
Transactions with owners 
Shares issued from exercised 
 options                                            -       867            -             -          -       867 
Dividends paid to shareholders            4         -         -            -             -   (12,079)  (12,079) 
Share based payment charge                          -         -            -             -          -         - 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Total transactions with owners                      -       867            -             -   (12,079)  (11,212) 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Balance at 30 June 2022                         1,189     2,827          137         1,808    139,392   145,353 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
 

Consolidated Statement of Cash Flows

For the year ended 30 June 2022

 
 
                                                      2022      2021 
                                           Notes   GBP'000   GBP'000 
-----------------------------------------  -----  --------  -------- 
Cash flows from operating activities 
Cash generated from operations                 9    24,789    25,726 
Tax paid                                           (5,049)   (3,853) 
-----------------------------------------  -----  --------  -------- 
Net cash generated from operating 
 activities                                         19,740    21,873 
-----------------------------------------  -----  --------  -------- 
 
Cash flows from investing activities 
Purchases of property, plant and 
 equipment                                         (5,510)   (2,932) 
Proceeds from sale of property, plant 
 and equipment                                         423       290 
Purchase of intangibles                            (2,366)   (1,756) 
Purchase of subsidiaries (net of 
 cash acquired)                                   (14,625)         - 
Purchase of depositary receipts of 
 shares in subsidiaries                           (15,219)         - 
Purchase of investment property                       (36)         - 
Net sale of financial assets at fair 
 value through Other Comprehensive 
 Income                                                268       205 
Investment in joint venture                        (4,958)         - 
Insurance proceeds re: property, 
 plant and equipment lost in fire                        -     3,057 
Property rental and similar income                     113        41 
Dividend income                                        246       186 
Net withdrawal/(deposit) of short-term 
 financial assets                                   18,524   (5,023) 
Interest received                                      218       105 
Net (issue)/receipt of loan notes                    (806)        59 
-----------------------------------------  -----  --------  -------- 
Net cash (used in)/received from 
 investing activities                             (23,728)   (5,768) 
-----------------------------------------  -----  --------  -------- 
 
Cash flows from financing activities 
Net proceeds from the issuance of 
 ordinary shares                                       867       434 
Proceeds from loans                                    236       365 
Repayment of borrowings                            (1,271)     (958) 
Payment of lease liabilities                         (535)     (310) 
Payment of lease interest                            (139)      (39) 
Dividends paid to Company's shareholders       4  (12,079)   (6,631) 
-----------------------------------------  -----  --------  -------- 
Net cash used in financing activities             (12,921)   (7,139) 
-----------------------------------------  -----  --------  -------- 
Effects of exchange rate changes 
 on cash                                               146   (1,120) 
-----------------------------------------  -----  --------  -------- 
Net increase in cash in the year                  (16,763)     7,846 
Cash and cash equivalents at beginning 
 of year                                            52,268    44,422 
-----------------------------------------  -----  --------  -------- 
Cash and cash equivalents at end 
 of year                                            35,505    52,268 
-----------------------------------------  -----  --------  -------- 
 

Notes

1 Basis of preparation

The consolidated and company financial statements of FW Thorpe Plc have been prepared in accordance with UK adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards, with future changes being subject to endorsement by the UK Endorsement Board.

The financial statements have been prepared on a going concern basis, under the historical cost convention except for the financial instruments measured at fair value either through other comprehensive income or profit and loss per the provisions of IFRS 9 and contingent consideration that is measured at fair value.

There are no other standards that are not yet effective that are expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

The consolidated financial statements are presented in Pounds Sterling, which is the Company's functional and presentation currency, rounded to the nearest thousand.

The preparation of financial information in conformity with the basis of preparation described above requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's and Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial information, are disclosed in the critical accounting estimates and judgements section.

The Company has elected to take the exemption under section 408 of the Companies Act 2006 from presenting the Company income statement.

The directors confirm they are satisfied that the Group and Company have adequate resources, with GBP35.5m cash and GBP5.1m short term deposits, to continue in business for the foreseeable future, including the effect of increased costs caused by the Ukraine and Russia conflict, where the Group has no sales, and other global events. They have also produced a severe, but plausible downside scenario that demonstrates that the Group could cover its cash commitments over the following year from approving these accounts. For this reason, they continue to adopt the going concern basis in preparing the accounts.

The financial information set out in this document does not constitute the statutory financial statements of the Group for the year end 30 June 2022 but is derived from the Annual Report and Accounts 2022. The auditors have reported on the annual financial statements and issued an unqualified opinion.

2 Segmental Analysis

(a) Business segments

The segmental analysis is presented on the same basis as that used for internal reporting purposes. For internal reporting FW Thorpe is organised into eleven operating segments based on the products and customer base in the lighting market - the largest business is Thorlux, which manufactures professional lighting systems for industrial, commercial and controls markets. The businesses in the Netherlands, Lightronics and Famostar, are material subsidiaries and disclosed separately as Netherlands companies. The businesses in the Zemper Group are also material and disclosed separately as the Zemper Group.

The seven remaining operating segments have been aggregated into the "other companies" reportable segment based upon their size, comprising the entities Philip Payne Limited, Solite Europe Limited, Portland Lighting Limited, TRT Lighting Limited, Thorlux Lighting L.L.C., Thorlux Australasia Pty Limited and Thorlux Lighting GmbH.

FW Thorpe's chief operating decision-maker (CODM) is the Group Board. The Group Board reviews the Group's internal reporting in order to monitor and assess performance of the operating segments for the purpose of making decisions about resources to be allocated. Performance is evaluated based on a combination of revenue and operating profit. Assets and liabilities have not been segmented, which is consistent with the Group's internal reporting.

 
                                                                                   Inter-        Total 
                                          Netherlands    Zemper       Other       segment   continuing 
                                 Thorlux    companies     Group   companies   adjustments   operations 
                                 GBP'000      GBP'000   GBP'000     GBP'000       GBP'000      GBP'000 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Year to 30 June 2022 
Revenue to external customers     78,912       34,676    14,152      15,975             -      143,715 
Revenue to other group 
 companies                         5,171          377         -       5,794      (11,342)            - 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Total revenue                     84,083       35,053    14,152      21,769      (11,342)      143,715 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Depreciation and amortisation      3,378        1,043     1,525       1,045             -        6,991 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Operating profit                  13,509        7,471     1,582       1,647           506       24,715 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Net finance expense                                                                              (840) 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Share of profit of joint 
 ventures                                                                                          228 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Profit before income 
 tax                                                                                            24,103 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
 
Year to 30 June 2021 
Revenue to external customers     69,969       31,490         -      16,416             -      117,875 
Revenue to other group 
 companies                         3,304          290         -       5,238       (8,832)            - 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Total revenue                     73,273       31,780         -      21,654       (8,832)      117,875 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Depreciation and amortisation      3,509        1,182         -         973             -        5,664 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Operating profit (before 
 exceptional item)                11,694        5,402         -       1,722           409       19,227 
Exceptional item in respect 
 of Lightronics fire                   -        1,566         -           -             -        1,566 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Operating profit                  11,694        6,968         -       1,722           409       20,793 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Net finance expense                                                                              (652) 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Profit before income 
 tax                                                                                            20,141 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
 

Inter segment adjustments to operating profit consist of property rentals on premises owned by FW Thorpe Plc, adjustments to profit related to stocks held within the Group that were supplied by another segment and elimination of profit on transfer of assets between Group companies.

(b) Geographical analysis

The Group's business segments operate in four main areas, the UK, the Netherlands, the rest of Europe and the rest of the World. The home country of the Company, which is also the main operating company, is the UK.

 
                        2022      2021 
                     GBP'000   GBP'000 
------------------  --------  -------- 
UK                    83,242    74,363 
Netherlands           30,323    28,879 
Rest of Europe        27,344    12,499 
Rest of the World      2,806     2,134 
------------------  --------  -------- 
                     143,715   117,875 
------------------  --------  -------- 
 

3 Income Tax Expense

Analysis of income tax expense in the year:

 
                                                        2022       2021 
                                                     GBP'000    GBP'000 
--------------------------------------------------  --------  --------- 
Current tax 
Current tax on profits for the year                    4,717      4,128 
Adjustments in respect of prior years                  (279)      (564) 
--------------------------------------------------  --------  --------- 
Total current tax                                      4,438      3,564 
--------------------------------------------------  --------  --------- 
Deferred tax 
Origination and reversal of temporary differences      (408)        765 
--------------------------------------------------  --------  --------- 
Total deferred tax                                     (408)        765 
--------------------------------------------------  --------  --------- 
Income tax expense                                     4,030      4,329 
--------------------------------------------------  --------  --------- 
 

The tax assessed for the year is lower (2021: higher) than the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%). The differences are explained below:

 
                                                               2022      2021 
                                                            GBP'000   GBP'000 
---------------------------------------------------------  --------  -------- 
Profit before income tax                                     24,103    20,141 
---------------------------------------------------------  --------  -------- 
Profit on ordinary activities multiplied by the standard 
 rate in the UK of 19% (2021: 19%)                            4,580     3,827 
Effects of: 
Expenses not deductible for tax purposes                        329     1,077 
Accelerated tax allowances and other timing differences       (348)       238 
Adjustments in respect of prior years                         (279)     (564) 
Patent box relief                                             (812)     (686) 
Foreign profit taxed at higher rate                             560       437 
---------------------------------------------------------  --------  -------- 
Tax charge                                                    4,030     4,329 
---------------------------------------------------------  --------  -------- 
 

The effective tax rate was 16.72% (2021: 21.49%). Adjustments in respect of prior years' relate to refunds received for prudent assumptions on additional investment allowances and patent box relief in the tax calculations.

The UK corporation tax rate of 19% (effective 1 April 2020) was substantively enacted on 17 March 2020. The UK corporation tax rate increase from 19% to 25% from 1 April 2023, was substantively enacted in May 2021. Deferred tax assets and liabilities have been calculated based on a rate at which they are expected to crystalise.

In the Netherlands the rate of corporate income tax was increased from 25% to 25.8%, this has resulted in an increase in tax costs of GBP31,000. The recently announced intention in the UK to reverse the decision to increase the corporation tax rate from 19% to 25% will reduce deferred tax liabilities by GBP303,000.

4 Dividends

Dividends paid during the year are outlined in the tables below:

 
Dividends paid (pence per share)    2022  2021 
---------------------------------  -----  ---- 
Final dividend                      4.31  4.20 
Special dividend (final)            2.20     - 
Interim dividend                    1.54  1.49 
Special dividend (interim)          2.27     - 
---------------------------------  -----  ---- 
Total                              10.32  5.69 
---------------------------------  -----  ---- 
 

A final dividend in respect of the year ended 30 June 2022 of 4.61p per share, amounting to GBP5,403,000 (2021: GBP5,028,000) is to be proposed at the Annual General Meeting on 17 November 2022 and, if approved, will be paid on 25 November 2022 to shareholders on the register on 28 October 2022. The ex-dividend date is 27 October 2022. These financial statements do not reflect this dividend payable.

 
Dividends proposed (pence per share)   2022  2021 
-------------------------------------  ----  ---- 
Final dividend                         4.61  4.31 
-------------------------------------  ----  ---- 
Special dividend                          -  2.20 
-------------------------------------  ----  ---- 
 
 
                                 2022      2021 
Dividends paid                GBP'000   GBP'000 
---------------------------  --------  -------- 
Final dividend                  5,043     4,895 
Special dividend (final)        2,574         - 
Interim dividend                1,803     1,736 
Special dividend (interim)      2,659         - 
---------------------------  --------  -------- 
Total                          12,079     6,631 
---------------------------  --------  -------- 
 
 
                         2022      2021 
Dividends proposed    GBP'000   GBP'000 
-------------------  --------  -------- 
Final dividend          5,403     5,028 
-------------------  --------  -------- 
Special dividend            -     2,567 
-------------------  --------  -------- 
 

5 Property, Plant and Equipment

 
 
                                  Freehold                Right- 
                                  land and   Plant and    of-use 
                                 buildings   equipment    assets       Total 
                                   GBP'000     GBP'000   GBP'000     GBP'000 
------------------------------  ----------  ----------  --------  ---------- 
Cost 
At 1 July 2021                      22,094      27,662       895      50,651 
Acquisition of subsidiary*             975       3,965     3,534       8,474 
Additions                            2,241       3,037       232       5,510 
Disposals                              (1)       (884)     (303)     (1,188) 
Currency translation                    45          15       (2)          58 
------------------------------  ----------  ----------  --------  ---------- 
At 30 June 2022                     25,354      33,795     4,356      63,505 
------------------------------  ----------  ----------  --------  ---------- 
Accumulated depreciation 
At 1 July 2021                       4,638      17,345       417      22,400 
Acquisition of subsidiary*             234       3,175     1,062       4,471 
Charge for the year                    600       2,703       456       3,759 
Disposals                                -       (714)     (248)       (962) 
Currency translation                     5           9         5          19 
------------------------------  ----------  ----------  --------  ---------- 
At 30 June 2022                      5,477      22,518     1,692      29,687 
------------------------------  ----------  ----------  --------  ---------- 
Net book amount 
------------------------------  ----------  ----------  --------  ---------- 
At 30 June 2022                     19,877      11,277     2,664      33,818 
------------------------------  ----------  ----------  --------  ---------- 
 
 

* Acquisition of subsidiary are the assets acquired from the purchase of the Zemper companies.

 
 
                                  Freehold                Right- 
                                  land and   Plant and    of-use 
                                 buildings   equipment    assets       Total 
                                   GBP'000     GBP'000   GBP'000     GBP'000 
------------------------------  ----------  ----------  --------  ---------- 
Cost 
At 30 June 2020                     23,552      26,933       856      51,341 
Additions                              133       2,435       364       2,932 
Disposals                          (1,181)     (1,548)     (276)     (3,005) 
Transfers                                -           -         -           - 
Currency translation                 (410)       (158)      (49)       (617) 
------------------------------  ----------  ----------  --------  ---------- 
At 30 June 2021                     22,094      27,662       895      50,651 
------------------------------  ----------  ----------  --------  ---------- 
Accumulated depreciation 
At 30 June 2020                      4,362      15,955       450      20,767 
Charge for the year                    617       2,487       212       3,316 
Disposals                            (283)     (1,013)     (221)     (1,517) 
Transfers                                -           -         -           - 
Currency translation                  (58)        (84)      (24)       (166) 
------------------------------  ----------  ----------  --------  ---------- 
At 30 June 2021                      4,638      17,345       417      22,400 
------------------------------  ----------  ----------  --------  ---------- 
Net book amount 
------------------------------  ----------  ----------  --------  ---------- 
At 30 June 2021                     17,456      10,317       478      28,251 
------------------------------  ----------  ----------  --------  ---------- 
 
 

6 Intangible Assets

 
                              Development                 Brand       Customer                       Fishing 
                    Goodwill        costs  Technology      name   relationship  Software   Patents    rights     Total 
Group 2022           GBP'000      GBP'000     GBP'000   GBP'000        GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
Cost 
At 1 July 2021        14,431        7,871       2,846     1,257              -     2,811       150       182    29,548 
Acquisition 
 of subsidiary*       18,320        6,346          45     2,588          9,468       266         6         -    37,039 
Additions                  -        2,096           -         -              -       267         3         -     2,366 
Currency 
 translation              27            7           4         -            (8)         -         -         -        30 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
At 30 June 
 2022                 32,778       16,320       2,895     3,845          9,460     3,344       159       182    68,983 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
Accumulated 
 amortisation 
At 1 July 2021           241        4,415       2,179     1,006              -     1,852       150         -     9,843 
Acquisition 
 of subsidiary*            -        3,770           -         -              -       250         6         -     4,026 
Charge for the 
 year                      -        1,820         308       262            465       358         -         -     3,213 
Currency 
 translation              11            4           8         5              8         -         -         -        36 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
At 30 June 
 2022                    252       10,009       2,495     1,273            473     2,460       156         -    17,118 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
Net book amount 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
At 30 June 
 2022                 32,526        6,311         400     2,572          8,987       884         3       182    51,865 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
 

* Acquisition of subsidiary are the assets acquired from the purchase of the Zemper companies, excluding goodwill.

 
                              Development                 Brand       Customer                       Fishing 
                    Goodwill        costs  Technology      name   relationship  Software   Patents    rights     Total 
Group 2021           GBP'000      GBP'000     GBP'000   GBP'000        GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
Cost 
At 1 July 2020        15,116        7,357       3,000     1,323              -     2,573       150       182    29,701 
Additions                  -        1,516           -         -              -       240         -         -     1,756 
Write-offs and 
 transfers                 -        (964)           -         -              -       (5)         -         -     (969) 
Currency 
 translation           (685)         (38)       (154)      (66)              -         3         -         -     (940) 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
At 30 June 
 2021                 14,431        7,871       2,846     1,257              -     2,811       150       182    29,548 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
Accumulated 
 amortisation 
At 1 July 2020           248        3,902       1,908       980              -     1,481       150         -     8,669 
Charge for the 
 year                      -        1,508         373        74              -       373         -         -     2,328 
Write-offs and 
 transfers                 -        (964)           -         -              -       (5)         -         -     (969) 
Currency 
 translation             (7)         (31)       (102)      (48)              -         3         -         -     (185) 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
At 30 June 
 2021                    241        4,415       2,179     1,006              -     1,852       150         -     9,843 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
Net book amount                                                              - 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
At 30 June 
 2021                 14,190        3,456         667       251              -       959         -       182    19,705 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
 

7 Short-Term Financial Assets

 
 
                                 2022      2021 
                              GBP'000   GBP'000 
---------------------------  --------  -------- 
Beginning of year              23,603    18,580 
Net (withdrawals)/deposits   (18,524)     5,023 
---------------------------  --------  -------- 
                                5,079    23,603 
---------------------------  --------  -------- 
 

The short-term financial assets consist of term cash deposits in sterling with an original term in excess of three months.

8 Earnings Per Share

Basic and diluted earnings per share for profit attributable to equity holders of the Company

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares.

 
Basic                                                         2022         2021 
-----------------------------------------------------  -----------  ----------- 
Weighted average number of ordinary shares in issue    116,953,866  116,511,580 
-----------------------------------------------------  -----------  ----------- 
Profit attributable to equity holders of the Company 
 (GBP'000)                                                  20,073       15,812 
-----------------------------------------------------  -----------  ----------- 
Basic earnings per share (pence per share) total             17.16        13.57 
-----------------------------------------------------  -----------  ----------- 
 
 
Diluted                                                       2022         2021 
-----------------------------------------------------  -----------  ----------- 
Weighted average number of ordinary shares in issue 
 (diluted)                                             117,209,308  116,938,189 
-----------------------------------------------------  -----------  ----------- 
Profit attributable to equity holders of the Company 
 (GBP'000)                                                  20,073       15,812 
-----------------------------------------------------  -----------  ----------- 
Diluted earnings per share (pence per share) total           17.13        13.52 
-----------------------------------------------------  -----------  ----------- 
 

9 Cash Generated from Operations

 
                                                              Group 
------------------------------------------------------ 
                                                            2022      2021 
Cash generated from continuing operations                GBP'000   GBP'000 
------------------------------------------------------  --------  -------- 
Profit before income tax                                  24,103    20,141 
Depreciation charge                                        3,759     3,316 
Depreciation of investment property                           19        20 
Amortisation of intangibles                                3,213     2,328 
Profit on disposal of property, plant and equipment        (197)     (115) 
Exceptional item in respect of Lightronics fire                -   (1,566) 
Insurance proceeds re inventory lost in fire                   -         5 
Insurance proceeds re other costs                              -       318 
Net finance expense/(income)                                 855       652 
Retirement benefit contributions in excess of current 
 and past service charge                                   (190)     (182) 
Share of joint venture (profit)/loss                       (228)         - 
Share based payment charge                                     -     1,429 
Research and development expenditure credit                (306)     (289) 
Effects of exchange rate movements                         (520)     1,114 
Changes in working capital 
- Inventories                                            (8,986)     4,878 
- Trade and other receivables                              (603)   (7,287) 
- Payables and provisions                                  3,870       964 
------------------------------------------------------  --------  -------- 
Cash generated from operations                            24,789    25,726 
------------------------------------------------------  --------  -------- 
 

10 Business Combination

In October 2021, the Group acquired 63% of the share capital of Electrozemper S.A., an emergency lighting specialist in Spain. The company was acquired for an initial consideration of GBP19.9m (EUR23.1m) with a deferred consideration of GBP1.0m (EUR1.1m) payable during 2022. There is a fixed commitment to acquire the remaining shares, based on current best estimates, a further GBP16.3m (EUR18.9m) could be payable which is subject to future performance conditions. Amounts recognised in respect of this acquisition are:

 
                                                 EUR'000  GBP'000 
Intangible assets                                 17,062   14,693 
Property, plant & equipment                        1,783    1,531 
Right of use assets                                2,872    2,472 
Financial assets at amortised cost                    90       77 
Financial assets fair value OCI                       36       31 
Inventories                                        3,879    3,341 
Trade and other receivables                        3,035    2,618 
Cash                                               6,143    5,290 
Trade and other payables                         (3,339)  (2,873) 
Financial liabilities                            (2,957)  (2,546) 
Lease liabilities                                (3,084)  (2,656) 
Provisions for liabilities and charges             (157)    (136) 
Deferred tax                                     (3,465)  (2,984) 
-------------------------------------------  -----------  ------- 
Total identifiable assets                         21,898   18,858 
Goodwill                                          21,273   18,320 
-------------------------------------------  -----------  ------- 
Total purchase consideration                      43,171   37,178 
-------------------------------------------  -----------  ------- 
 
Total purchase consideration satisfied by: 
Cash                                              23,125   19,915 
Redemption liability                              13,851   11,928 
Deferred consideration                             1,123      967 
Contingent consideration                           5,072    4,368 
-------------------------------------------  -----------  ------- 
Total consideration                               43,171   37,178 
-------------------------------------------  -----------  ------- 
 
Net cash flow arising on acquisition 
Cash consideration                                23,125   19,915 
Less cash in subsidiary acquired                 (6,143)  (5,290) 
-------------------------------------------  -----------  ------- 
Cash outflow on acquisition                       16,982   14,625 
-------------------------------------------  -----------  ------- 
 

A fair value exercise has been performed; the book value of all assets and liabilities except for raw materials and warranties are considered to represent fair value. For raw material inventories and provisions for warranties, reductions of EUR0.4m (GBP0.3m) and EUR0.1m (GBP0.1m) were to reflect slow moving stock lines and potential customer claims, respectively.

Fair value of intangible assets was assessed and determined on the basis of the technology, brand name and customer relationships acquired. Technology was determined using an industry typical royalty rate over an eight years period; brand name elements were determined using an industry typical royalty rate over a ten years period and customer relationships were determined using an industry typical royalty rate over a fifteen years period, all discounted to the present day.

The goodwill relates to the on-going level of profitability of the business model, opportunity to sell existing Group products into the Spanish and French markets, sale of Electrozemper products in other markets and potential sourcing benefits for the Group companies.

For the nine months to 30 June 2022 the Electrozemper companies contributed EUR16.7m (GBP14.2m) to Group revenue and EUR0.8m (GBP0.8m) to Group profit before tax for the current financial year.

If the acquisition had occurred on 1 July 2021 the consolidated pro-forma revenue and profit before tax for the year ended 30 June 2022 would have been GBP148.0m and GBP24.6m respectively. These amounts have been calculated using the subsidiary's results and adjusting them for:

   --      differences in accounting policies between the Group and the subsidiary; and 

-- The additional depreciation and amortisation that would have been charged, assuming that the fair value adjustments to property, plant and equipment and intangible assets had applied from 1 July 2021, together with the consequential tax benefits.

11 Events after the Statement of Financial Position date

In September 2022, FW Thorpe acquired 80% of the share capital of SchahlLED Lighting in Germany, a turnkey provider of intelligent energy saving lighting products for the industrial and logistics sector. The acquisition is expected to enhance earnings per share in the financial year ending 30 June 2023, solidifying our business in Germany and providing further growth opportunities. FW Thorpe has paid an initial consideration of EUR14.6m (circa GBP12.8m) and could pay an additional amount to be determined by SchahlLED's EBITDA performance in the year ending 30 June 2023. The initial consideration has been funded from the Company's existing cash reserves, these reserves and the cash generated from SchahlLED over the next few years will fund the purchase of the remaining share capital in the future.

On 12 September 2022, the Group paid the second tranche of payments for the acquisition of Electrozemper S.A. totalling EUR6.1m (GBP5.3m).

12 Cautionary statement

Sections of this report contain forward looking statements that are subject to risk factors including the economic and business circumstances occurring from time to time in countries and markets in which the Group operates. By their nature, forward looking statements involve a number of risks, uncertainties and future assumptions because they relate to events and/or depend on circumstances that may or may not occur in the future and could cause actual results and outcomes to differ materially from those expressed in or implied by the forward looking statements. No assurance can be given that the forward-looking statements in this preliminary announcement will be realised. Statements about the Chairman's expectations, beliefs, hopes, plans, intentions and strategies are inherently subject to change, and they are based on expectations and assumptions as to future events, circumstances and other factors which are in some cases outside the Company's control. Actual results could differ materially from the Company's current expectations. It is believed that the expectations set out in these forward looking statements are reasonable but they may be affected by a wide range of variables which could cause actual results or trends to differ materially, including but not limited to, changes in risks associated with the Company's growth strategy, fluctuations in product pricing and changes in exchange and interest rates.

13 Annual report and accounts

The annual report and accounts will be sent to shareholders on 14 October 2022 and will be available, along with this announcement, on the Group's website (www.fwthorpe.co.uk) from 14 October 2022. The Group will hold its AGM on 17 November 2022.

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