Preliminary Results

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 £11.2 million, which generated a profit on disposal of £2.9 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 £4.1 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 £4.1 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:

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 £4.1 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 £7.6 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 £11.2 million which generated a profit on disposal of £2.9 million, leaving the Group with net cash of £3.0 million. At the time of the disposal, Armour Automotive had sales of £8.9 million, a 12% increase on the comparative period in the prior year. Operating profit was £0.9 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 £1.0 million to Armour Home Electronics Limited. At the time of the disposal sales were £15.0 million marginally up on the previous year and the operating loss was £0.2 million, compared to £0.1 million operating profit in the previous year. Armour Asia was also sold as part of the Armour Home disposal, achieved sales of £1.2 million, 6% up on the prior year and the operating loss was £0.2 million compared to £0.1 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 £13.6 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

ARMOUR GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 August 2014

ARMOUR GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 August 2014

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 August 2014

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.

Geographical information

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:

4. Discontinued operations

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

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

The consideration received in respect of the disposal of Armour Automotive was £11.2 million and there was nil cash consideration received in respect of Armour Home.

*Includes Armour Hong Kong Limited.

5. Taxation

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:

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.

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

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 £10 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 £1.00;

· 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

* 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:

Of the non-cash movements, £3.3 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

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.