Preliminary Results

ARMOUR GROUP PLC

 ("Armour" or the "Group")

Preliminary Results for the year ended 31 August 2015

The Company remains an investing company and continues to look at a number of opportunities. The Company did not trade in the year.

The Company is currently in discussions with a retail focused software business and has commenced due diligence. Should the proposed transaction proceed it would constitute a reverse takeover. There can be no guarantee that the current proposal will reach a successful conclusion and shareholders will be informed should the transaction progress.

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CHAIRMAN'S STATEMENT

Corporate activity

The Company has been an investing company since August 2014 and accordingly has continued to reduce its operating costs. The Tunbridge Wells head office was closed in December 2014, substantially reducing the overhead costs.

The Company made an additional short-term loan of £0.3 million to Armour Home Electronics in May 2015. This carries an interest rate of 10% per annum and is repayable on the 16 December 2015. The Company had net cash at the end of the year of £3.4 million (2014: £4.1 million). The initial loan of £1.0m to AHE is repayable in 2019 and also carries an interest rate of 10% per annum.

As previously announced, in December 2014 I was required under Rule 9 of the City Code to make a mandatory cash offer for those shares in Armour that I (and persons deemed to be acting in concert with me) did not already own. This offer period ended on 20 February 2015. Hawk Investment Holdings Limited, a company in which I have a beneficial interest, now owns 47.9% of the issued share capital of the Company, whilst the concert party together owns 64.6%.

The Company was granted a court order on 18 February 2015 to perform a capital reduction, by cancellation of the share premium account and the deferred shares of 9 pence each. The effect of this capital reduction is set out in Consolidated Statement of Changes in Shareholder Equity.

The Company became an investing Company on 5 August 2014 and in accordance with Rule 15 of the AIM Rules for Companies ("AIM Rules"), the Company's shares were suspended from trading on AIM on 5 August 2015. In the event that the Company is unable to implement its investing policy by 5 February 2016, admission of the Company's shares will be cancelled in accordance with Rule 41 of the AIM Rules. As a result, the board is very focused on identifying an appropriate opportunity within the next four months.

Outlook

Whilst the Company's initial investing policy was to target the technology sector, it is the board's view that the Company should now take a broader approach whilst looking to enhance shareholder value. To this end, the board will propose a broader investing policy at the forthcoming AGM.

The Company is seeking opportunities across a range of sectors that have commercial traction with a clear market opportunity and thus significant growth potential. The objective remains to generate an attractive rate of return for shareholders by taking advantage of these opportunities.

The Company is currently in discussions with a retail focused software business and has commenced due diligence. Should the proposed transaction proceed it would constitute a reverse takeover. There can be no guarantee that the current proposal will reach a successful conclusion and shareholders will be informed should the transaction progress.

BOB MORTON

Chairman

12 November 2015

ARMOUR GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 August 2015

ARMOUR GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 August 2015

ARMOUR GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 August 2015

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 August 2015

ARMOUR GROUP PLC

Preliminary Announcement of the audited financial statements for the year ended 31 August 2015

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 prior 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

There were no exceptional items in the current year. Exceptional items in the prior year related 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 prior 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 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 2014: 93,627,496). Diluted (loss)/earnings per ordinary share are calculated with reference to 93,627,496 (31 August 2014: 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 2014: Nil).

At 31 August 2015, the Armour Employees' Share Trust held 3,424,000 (31 August 2014: 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 2014: 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 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 2014 and has not recommended a final dividend for the year ended 31 August 2015.

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.

At the Annual General Meeting held on 8 December 2014 a special resolution was passed to cancel the deferred shares, this was confirmed by the court on 18 February 2015, 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 cash/(debt)

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

Of the non-cash movements in the prior year, £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. 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 2015 and the year ended 31 August 2014.

The financial statements for the year ended 31 August 2014 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 2015 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 2015 are expected to be posted to shareholders by the 14 November 2015 and will be available to the public at the Company's 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.

12. 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 7 December 2015 at 12.00 noon.