THE ROXBORO GROUP PLC
PROPOSED DISPOSAL OF THE SOLARTRON GROUP, RETURN OF CASH OF 150 PENCE PER SHARE TO ORDINARY SHAREHOLDERS, CHANGE OF NAME AND NEW EMPLOYEE SHARE SCHEME

The Roxboro Group PLC, the international specialist electronics group, announces the proposed disposal of the Solartron Group, its electronic measurement business, to Ametek Inc. Roxboro also announces that it intends to propose a return of cash of 150 pence per Ordinary Share to Ordinary Shareholders totalling a maximum of £46.6 million as well as a change of name, changes to the Board and the adoption of the New Employee Share Scheme.

This Disposal follows the sale of Mobrey in July 2005 and of Weston Aerospace in 2003 and focuses the Group on Dialight, its applied LED technology and solid state lighting business. Since 2003, Roxboro has realised in excess of £120 million from disposals.
Highlights:

• Disposal of the Solartron Group to Ametek for £42.1 million payable in cash by Ametek at Completion

• Profit after expenses and taxation on the Disposal of approximately £23.3 million

 
• Conditional on Completion, the Company expects to return 150 pence per Ordinary Share to Ordinary Shareholders

• Post Completion, the Group will be focused on its applied LED technology and solid state lighting company, Dialight, and consequently the remaining business will be renamed Dialight plc

• Dialight is a market leader in the application of LED technology and anticipates strong growth in the emerging solid state lighting market where LED technology is increasingly replacing conventional light sources

• The Board believes that the consideration for the Solartron Group fully reflects the prospects of the Solartron Group's business and that the Disposal will benefit both Roxboro and its Shareholders by enabling a significant return of capital to be made to Ordinary Shareholders, whilst also providing Roxboro with the funding to continue to invest in, and to take advantage of, the opportunities within Dialight

• The Disposal, the change of name of Roxboro to Dialight plc, the Return of Cash and the adoption of the New Employee Share Scheme, are conditional, inter alia, on the approval of Ordinary Shareholders, which will be sought at two EGMs to be held in September 2005

• A circular containing, inter alia, further details on the Disposal and the proposed Return of Cash will be sent to Shareholders shortly

Commenting on the Disposal, Harry Tee, Roxboro's Chief Executive, said:

"I am delighted to be announcing this Disposal as it represents a significant realisation of Shareholder value, and, together with proceeds of the Mobrey disposal we announced in June, enables us to make a significant return of cash to Shareholders.

Over the past two years we have raised over £120 million from disposals and importantly our activities are now focused on the high growth opportunities in Dialight.

Dialight applies LED technology into a wide range of products and applications and in particular the emergence of high brightness LEDs as a disruptive technology in the lighting sector creates very significant opportunities for the Company.  Already a leader in the road and rails signals, bus and truck, and obstruction segments, Dialight is now investing in the illumination market where LEDs will increasingly replace conventional light sources.

We believe LEDs are the lights of the future and Dialight plans to be a key player in the field."

Roxboro were advised by Close Brothers Corporate Finance.

Enquiries
Close Brothers
+44 (0)20 7655 3100
Andrew Cunningham  
David Wardrop

This summary should be read with, and is subject to, the full text of the announcement (available from Close Brothers upon request).