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  12 June 2006
Filtronic plc announces the sale of the filter-based transmit receive module and power amplifier businesses of its Wireless Infrastructure division and the statement on trading for the year ended 31 May 2006

Filtronic plc (“Filtronic”), a leading global designer and manufacturer of customised microwave electronic subsystems and compound semiconductor components for the wireless telecommunications and defence industries, announces the sale of the filter-based transmit receive module and power amplifier businesses of its Wireless Infrastructure division (the “Wireless Infrastructure business” disposal). The proposed disposal does not include Filtronic’s activities for point to point radio backhaul equipment or power amplifier modules, or Filtronic’s other divisions (Compound Semiconductors and Defence Electronics). Filtronic also issues its statement on trading for the year ended 31 May 2006.

Disposal of the Wireless Infrastructure business

In a separate announcement released today, Filtronic announced that the Boards of Filtronic plc (LSE: FTC) (“Filtronic”) and Powerwave Technologies, Inc. (Nasdaq: PWAV) (“Powerwave”) have entered into a definitive agreement for the sale to Powerwave of the filter-based transmit receive module and power amplifier businesses of Filtronic’s Wireless Infrastructure Division (the “Wireless Infrastructure business”) for a consideration of 20.7 million newly issued shares of Powerwave common stock and US$150 million cash. The transaction is subject to the approval of Filtronic's shareholders, as well as customary closing conditions and certain regulatory approvals. Powerwave and Filtronic expect the closing of the transaction to occur in the third quarter of calendar 2006. The Wireless Infrastructure business’s gross assets as at 31 May 2005 were £101.1m and operating profit for the year ended 31 May 2005 was £18.1m. Filtronic is not expecting a tax charge to arise as a result of this disposal.

Trading Update

Following the end of the financial year on 31 May 2006, Filtronic also issues the following statement on trading for this period:

“The overall performance of the group for the financial year is satisfactory.

The performance in the second half of the financial year, compared with the first half of the financial year, by division was:

  • Compound Semiconductors has met its target of run rate operating break even over the fourth quarter of the financial year with strong revenue growth of approximately 45%. This has substantially reduced operating losses with underlying performance in line with market expectations. This is before the recognition of the release of £2.7m of deferred income in the period arising from the re-negotiation of arrangements on past government grants.

  • Moderate revenue growth in Defence Electronics of approximately 10%, providing increased underlying profit.

  • Revenue decline of 7% in Wireless Infrastructure, reflecting unseasonally low demand in the third quarter of the financial year (covering December 2005 to February 2006).

Closing net debt at the end of the financial year was approximately £13m.

A key part of the strategy for the group is to achieve further substantial growth in value for Compound Semiconductors. This division is seeing strong long term market growth as the mobile handset industry continues to adopt switches based on GaAs pHEMT technology, with the expectation that they will be used in around 80% of handsets produced by 2008.

The Board has therefore committed to a plan to expand the semiconductor facility to give Filtronic the potential to increase the size of this business by up to three times in the coming two years, at an estimated cost of £45m over the next twelve months. This is to meet demand forecasts from a number of established handset module suppliers and to support its agreement with SELEX. The Board considers that Compound Semiconductors is well positioned to build on the prior investment in the facility and, through this expansion, to create substantial value for the group in the medium term.

To assist in financing the expansion in Compound Semiconductors, and pending the completion of the disposal of the Wireless Infrastructure business, Filtronic has arranged an additional bank facility of £15m, which is available until 30 November 2006. Bank facilities are therefore currently £35m. Filtronic will retain the cash element of the proceeds due on the completion of this disposal principally to repay bank debt and to finance the Compound Semiconductors expansion plan outlined above, along with working capital for general corporate purposes.

The Board will decide the appropriate timing for the sale of the Powerwave shares, due as part of the proceeds of the disposal of the Wireless Infrastructure business, and intends, subsequent to their realisation, to return the proceeds to shareholders.

Commenting on these announcements, Professor David Rhodes, Group Chief Executive Officer, said:

“2006 has been eventful for Filtronic as I have sought to revitalise the market’s appreciation of the value inherent in the group. As a result of our review of strategic options, the Board decided that the Wireless Infrastructure business would have greater opportunities for growth with a larger partner. I am delighted that this will be Powerwave, enhancing its position as a leading provider in the commercial wireless infrastructure market.

Part of the expected proceeds will be used to expand Compound Semiconductors where we have considerable opportunity to grow our presence in the supply of switch components for mobile handsets. The aim is to enhance our position as the number one supplier of switches for handsets with a substantial market share in a market of over one billion units a year, so creating significant value over the next two to three years.

I have also wanted our shareholders to benefit from the sustained growth we are currently experiencing in the Wireless Infrastructure market, where our order book on our largest product line has recently extended from two to twelve weeks despite increasing our production capacity. The balance of the expected sale consideration is therefore in Powerwave shares. This will enable our shareholders to now participate in Powerwave’s growth, and indirectly benefit from the recent significant increase in demand in our Wireless Infrastructure business.

Contacts:

Filtronic plc

Professor David Rhodes, Group Chief Executive Officer 07850 827 280 (mobile)

Charles Hindson, Group Finance Director 07800 706 319 (mobile)

Filtronic website: www.filtronic.com

Parkgreen Communications

Paul McManus 020 7786 9600/ 07980 541 893 (mobile)

JPMorgan Cazenove

David Anderson, Managing Director 020 7155 4728 / 07748 776 433 (mobile)

This press release contains forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934 that are subject to the "safe harbor" created by those sections. Some of the forward-looking statements in this document can be identified by the use of forward-looking terms such as "believe", "intend", "expect", "may", "will", "estimate", "should", "could", "anticipate", "plan" or other comparable terms, including statements regarding benefits of the proposed sale, anticipated future financial and operating performance and results, including estimates for future revenue, the time schedule for closing the transaction, satisfaction of conditions to closing, the use of expected proceeds from the proposed sale. These statements are based on Filtronic's management's current expectations. There are a number of risks and uncertainties that could cause actual results to differ materially from projected results. For example, the parties may be unable to obtain the necessary approvals required for the acquisition, including regulatory approvals and approval of Filtronic’s shareholders. The sale may involve unexpected costs. We may be unable to sell the Powerwave common stock we receive as consideration. Our businesses may suffer as a result of uncertainty surrounding the acquisition.

JPMorgan Cazenove Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Filtronic plc. JPMorgan Cazenove Limited is not acting for any other person in relation to the disposal and JPMorgan Cazenove

Limited will not be responsible to any person other than Filtronic plc for providing the protections afforded to clients of JPMorgan Cazenove Limited or for providing advice in relation to the contents of this document or the disposal.





 

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Registered office : Filtronic plc, Unit 2 Acorn Park, Charlestown, Shipley, West Yorkshire BD17 7SW
Registered in England and Wales. Company No: 2891064.