Solartron Disp. - Replacement

Roxboro Group PLC
25 August 2005

                             FOR IMMEDIATE RELEASE

The following replaces the 'Prop. Disposal of Solartron' announcement released
today at 7:00 am



                             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

Harry Tee                                  01480 447 490

Alf Vaisey                                 01480 447 490

Close Brothers

Andrew Cunningham                          020 7655 3100

David Wardrop                              020 7655 3100

JPMorgan Cazenove
                                          
Julian Cazalet                             020 7588 2828

Patrick Magee                              020 7588 2828

gcg hudson sandler

Alistair Mackinnon-Musson                  020 7796 4133

Philip Dennis                              020 7796 4133

E-mail:                                    [e-mail]



A circular (the 'Circular') containing further details relating to the matters
discussed in this announcement and the convening of the EGMs will be sent to
Shareholders shortly.

Close Brothers Corporate Finance Limited, which is regulated in the United
Kingdom by The Financial Services Authority, is acting exclusively for The
Roxboro Group PLC and for no one else in relation to the Disposal and will not
be responsible to anyone other than The Roxboro Group PLC for providing the
protections afforded to clients of Close Brothers Corporate Finance Limited or
for providing advice in relation to the Disposal or on any matter referred to
herein.

JPMorgan Cazenove, which is regulated in the United Kingdom by The Financial
Services Authority, is acting exclusively for The Roxboro Group PLC and for no
one else in relation to the Return of Cash and will not be responsible to anyone
other than The Roxboro Group PLC for providing the protections afforded to
clients of JPMorgan Cazenove or for providing advice in relation to the Return
of Cash or on any matter referred to herein.


                             FOR IMMEDIATE RELEASE

                             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



1.       Introduction

The Board of Roxboro announces that it has entered into a conditional agreement
to sell the Solartron Group, Roxboro's electronic measurement business, to
Ametek for £42.1 million, subject to Adjustments, payable in cash on Completion.
Following the Disposal, the ongoing Roxboro Group will comprise solely the
Dialight division and consequently the Board is proposing that, following and
conditional upon Completion, the Company be renamed Dialight plc and the Board
be reorganised.



The Board announced on 17 June 2005 that it would continue to review the Group's
capital requirements with a view to proposing a return of cash to Ordinary
Shareholders within a reasonable period. As a result of the disposal by Roxboro
of its Mobrey business to Emerson in July of this year and the Disposal (subject
to and conditional upon Completion), the Board is of the view that the Group
will have generated sufficient net cash to enable Roxboro to propose a return of
150 pence per share to Ordinary Shareholders totalling a maximum of £46.6
million. Further details on the Return of Cash to Ordinary Shareholders will be
set out in the Circular to be sent to Shareholders shortly and the Board expects
that the proposed Return of Cash will take place before the year end.



The Board is also proposing to introduce the New Employee Share Scheme as the
Company's existing Share Option Schemes have matured.



Due to the size of the transaction, the Disposal is conditional, amongst other
things, on the approval of Ordinary Shareholders, which is to be sought at the
1st EGM.



The change of name of Roxboro to Dialight plc (which is conditional on
Completion) and the adoption of the New Employee Share Scheme are each subject
to the approval of Ordinary Shareholders, which will be sought at the 2nd EGM.



2.       Background to, and reasons for, the Disposal



The circular to Shareholders in connection with the Mobrey Disposal, dated 27
June 2005, explained that, since the disposal of Roxboro's aerospace sensors
business, Weston Aerospace, in 2003, the Board has continued to review how
additional value in Roxboro could be generated and has continued to develop a
strategy focused on niche, high-growth opportunities.



The Board concluded that there was limited strategic rationale for Solartron
(including Mobrey) and Dialight being part of the same group and that additional
shareholder value could potentially be generated by disposing of Solartron
(including Mobrey) through several transactions. As a result, the Board
initiated sale processes in respect of Solartron and Mobrey. This culminated in
the Mobrey Disposal, which was announced on 17 June 2005 and was completed on 15
July 2005, and now the Disposal to Ametek, the terms of which the Board is
recommending to Ordinary Shareholders.



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 the Continuing Group's applied LED technology business,
Dialight.



3.       Information on the Solartron Group



The Solartron Group is a manufacturer of measurement and instrumentation
equipment and is primarily focused on the oil and gas, metrology and materials
analysis sectors. Solartron supplies electronic measurement systems to the oil
and gas sectors under the Solartron ISA brand. Additionally, Solartron
Analytical sells a range of analytical instruments into the materials research
sector whilst Solartron Metrology produces gauging sensors for the quality
control industry. The Solartron Group has approximately 280 employees based in
the UK, Europe and North America and its senior management team led by managing
director, Mr. Allan Imrie, will continue with the Solartron Group following
Completion.



In the financial year ended 31 December 2004, the Solartron Group (excluding
Solartron Analytical) generated gross profit of £6.8 million and operating
profit of £3.1 million on turnover of £16.5 million. Not included within these
financial results are gross profits of £3.7 million and turnover of £8.5 million
relating to Solartron Analytical the business and assets of which are being
acquired by Ametek under the terms of the Agreement. Prior to the Mobrey
Disposal, Solartron Analytical was a product line within the Mobrey Companies
sold under the terms of the Mobrey Disposal and, consequently, appropriate
financial information to present an analysis of the operating profit of
Analytical is not available. However, overhead costs directly attributable to
the Analytical Product Line of £1.6 million have been identified for the
financial year ended 31 December 2004. The net assets of the Solartron Group,
including Solartron Analytical, at 31 December 2004 were £16.9 million.



4.       Information on Ametek



Ametek is a leading global manufacturer of electronic instruments and electric
motors. Ametek consists of two operating groups: Electronic Instruments, a
leading manufacturer of advanced monitoring, testing, calibrating, measurement
and display instruments sold to the process, aerospace, power and industrial
markets worldwide; and Electromechanical, the world's largest manufacturer of
air-moving electric motors for floor-care, aerospace, military, mass transit,
business equipment and medical devices.



Ametek has approximately 8,300 employees at more than 70 plants and operations
in the United States and 18 other countries worldwide and had revenues of
approximately US$1.2 billion in the financial year ended 31 December 2004.



5.       Principal terms and conditions of the Disposal



Under the terms of the Agreement, the aggregate consideration for the Disposal
of £42.1 million is payable in cash, subject to Adjustments. The Agreement
contains certain warranties and indemnities given by Roxboro and its
subsidiaries to the UK Purchaser and the US Purchaser, which the Board considers
to be appropriate for a transaction of this type.



The Disposal is conditional upon Roxboro obtaining the approval of its Ordinary
Shareholders at the 1st EGM and a mandatory regulatory competition clearance in
Germany and is subject to there being no material adverse event in relation to
the Solartron Group before Completion. Completion is expected to occur on the
same date as (or shortly after) Ordinary Shareholder approval has been obtained.



6.       Financial effects of the Disposal and use of proceeds



The proceeds of the Disposal before expenses and taxation are expected to be
£42.1 million before Adjustments. The net proceeds of the Disposal before
Adjustments but after expenses and taxation are expected to be £33.1 million.
Based on the Solartron Group's net assets (excluding intra-Group balances) of
£7.4 million as at 31 December 2004 and after the charging of goodwill contained
in the Roxboro Group balance sheet of £2.4 million, the Disposal would result in
a profit after expenses and taxation of approximately £23.3 million on a pro
forma basis.



The aggregate proceeds for the Mobrey Disposal and the disposal of the Solartron
Group before expenses and taxation are £68.1 million and after expenses and
taxation £53.6 million. The Board proposes to return 150 pence per Ordinary
Share to Ordinary Shareholders totalling a maximum of £46.6 million.



The Board also proposes to pay approximately £7.0 million to eliminate the
estimated deficits in the Group's UK defined benefit pension schemes calculated
under FRS 17. Pending the Return of Cash, the proceeds from the Disposal will be
held on deposit.



The Board expects that the aggregate net proceeds after tax and expenses from
the disposals of Solartron Group and Mobrey of approximately £53.6 million will
be fully utilised in making the proposed return to Shareholders of up to £46.6
million and the pension contribution of £7.0 million.



All 936,333 options granted under the existing Share Option Schemes are already
exercisable. Depending on the number of these options that are exercised prior
to the entitlement to the Return of Cash, the total cash returned to Ordinary
Shareholders will be between £45.2 million and £46.6 million and the Company
will receive up to £2.1 million from the payment of the exercise price on the
options.



Based on the closing middle market price of 392 pence per Ordinary Share on 24
August 2005 (being the latest practicable date before the publication of this
announcement), the proposed Return of Cash equates to approximately 38 per cent.
of Roxboro's market capitalisation at that date.



7.       Information on the Continuing Group



Overview



Since 2003 the Board of Roxboro has realised in excess of £120 million from
disposals and created a fully focused business. Following Completion, Roxboro's
electronic measurement businesses (Weston, Mobrey and Solartron) will have been
divested to US corporations, leaving Roxboro focused entirely on Dialight, its
applied LED and solid state lighting business.



Consequently, the Board considers it appropriate that The Roxboro Group PLC be
renamed Dialight plc and going forward the Continuing Group will have a very
clear, focused strategy based upon applied LED technology particularly into the
emerging solid state lighting sector. Dialight has operations in the United
States, where currently 79 per cent. of its turnover is generated, Mexico and
Europe. The Continuing Group employs approximately 900 people with the majority
located at two production facilities in Ensenada, Mexico. Dialight's European
operations are in Munich, Germany and Newmarket, UK. The registered office is in
Huntingdon, Cambridgeshire and the USA administration centre is in Farmingdale,
New Jersey.



A summary of the trading results of Dialight for the three years ended 31
December 2004 is set out below:


                                                                  Year ended 31 December
                                                        2002                2003             2004
                                                 (£ million)         (£ million)      (£ million)
Turnover                                                59.8                57.9             55.3
Operating profit                                         1.0                 1.1              5.9
Source: Extracted, without material adjustment, from Roxboro Group statutory accounts for the
years ended 31 December 2002, 2003 and 2004



In local currency, sales growth of approximately 13 per cent. has been achieved
over the period as set out below:


                                                                  Year ended 31 December
                                                        2002                2003             2004
                                               (US$ million)       (US$ million)    (US$ million)
Turnover                                                89.9                94.6            101.4
Operating profit                                         1.5                 1.8             10.8
Source: The US$ amounts are translated at the prevailing average exchange rates of US$1.503 to £1
for 2002, US$1.634 to £1 for 2003 and US$1.833 to £1 for 2004.



The 2002 profits of Dialight suffered from weakness experienced in the telecoms
sector at that time and were also impacted by a slowdown and new competitive
pressures in the conversion of road signals in the US market to solid state
lighting technologies. In 2003 the profits were affected by the impact of moving
Dialight's operations to the low-cost facilities in Mexico where the majority of
operations are now located. The results for 2004 reflect the turnaround in the
performance in Dialight as a result of improving end-markets and the impact of
the cost reduction measures introduced by Roxboro.



The technology



LEDs have been in existence since the 1970's but it was not until the late
1990's that high brightness LEDs were developed. High brightness LEDs opened up
new opportunities and progressively they are replacing conventional light
sources in many applications in which LED technology has significant advantages.
LED technology, or solid state lighting as it is becoming known, absorbs only a
fraction of the electrical power of more conventional light sources and can last
approximately ten times longer.



There continues to be significant political and environmental pressure to reduce
the demand for electrical power, thereby reducing polluting emissions. Solid
state lighting is already making significant energy savings for coloured
lighting applications such as traffic signals, railway signals and obstruction
lighting. As the cost of producing LED lighting reduces, further and substantial
energy savings are expected to be possible by the replacement of conventional
white lights.



LED technology has significant advantages over conventional incandescent or
halogen lighting products that use coloured lenses. Firstly, LEDs have
significantly greater longevity, eliminating the need for constant bulb
replacement, and secondly they consume a fraction of the power of these
traditional light sources, thereby saving on electricity and reducing the
overall need for power production.



In the context of white light, current market estimates are that LED technology
will be competitive with fluorescent light in terms of lumens per watt by 2007,
being already superior to incandescent and halogen light sources on this basis.
At present the cost per lumen restricts the application base of LED lighting but
as the Board expects this cost to fall over the next 5 to 10 years, it expects
that LED technology will gradually erode the market base of traditional light
sources for niche applications and will begin to take a greater share of the
general lighting market as it is increasingly seen as a disruptive technology
within the lighting industry.



Products and opportunities



Dialight focuses on value-added applications of LED technologies rather than the
development of the base technology, which is undertaken within the semiconductor
industry and is led by low-cost producers. Dialight therefore has total
flexibility in sourcing the many millions of LEDs which it purchases each year.
Dialight has developed strong relationships with a few key suppliers who work
with Dialight's engineering and marketing teams, allowing the company to plan
ahead for the introduction of new LED architectures.



Dialight operates through three major product lines:



•         Indication;
•         Signalling; and
•         Illumination.



Within Indication, Dialight has for many years been one of the world's leading
producers of value added LED based indicator products for the electronics
industry. Equipment used in telecommunications, networking, data transmission
and many other applications use a large number of LEDs to indicate the status of
a particular element of the equipment. The most obvious use of the LED is to
give the red/green, off/on indication on any piece of electronic equipment from
a television to a supercomputer. However, there are a wide variety of other LED
applications providing channel status or other types of visual indication on
servers, routers, laptops and most other electronic equipment. Dialight
customers in this sector include Cisco, Nortel, Dell, Apple, Ericsson, Nokia and
many other OEMs. The Indication business has been the profitable foundation of
Dialight over the past 15 years.



The Signalling product line is a growing part of the company in which solid
state technology, in the form of high brightness devices, is applied to traffic
signals, rail signals, obstruction lighting and many other areas. Wherever red,
amber, green or blue light can be seen on roadways, railways and at airports,
oil refineries, construction sites and elsewhere, the Board's expectation is
that LED technology will be increasingly used in the future. In the USA, it is
estimated that LED traffic signals have already achieved a 50 per cent. adoption
rate and are expected to replace conventional lamps completely within the next
few years. Europe and Asia lag behind significantly in the adoption of LED
traffic lights but the same fundamentals of reliability and energy saving still
apply. Railway signals and obstruction lights for broadcast/cellular towers and
wind towers are following on from traffic lights. Dialight has been a pioneer in
these markets and is well placed to take advantage of the adoption of LED
technology in these segments. Already, a significant contract with New York City
Transit for rail wayside lights is being supplied and Dialight is supplying LED
obstruction lights and beacons to major tower operators around the world as well
as to the Federal Aviation Authority in the United States. Anywhere that
coloured light is used for signalling is an ideal application for LED
technology.



Illumination using solid state technology is the most recent capability
developed within Dialight and the Board believes that some of the greatest
opportunities for Dialight exist within this activity. Solid state LED
technology is a disruptive technology that is expected to alter the lighting
sector dramatically over the next decade or so. The adoption of solid state (or
electronic) lighting will be driven by the significant advantages the technology
brings, including greater efficiency, lower power consumption, greater
reliability and longer life. The technology also brings the added advantage of
providing the possibility of infinite colour control throughout the entire
colour spectrum. This brings exciting architectural and entertainment
possibilities, as over the next few years new buildings should begin using solid
state lighting with dynamic colour mixing technology. Theatres, cinemas, hotels,
restaurants, retail outlets and studios are expected increasingly to use this
form of illumination which applies advanced developments in LED technology using
red, green and blue LEDs which in combination can produce any colour required
including different shades of white. Although the energy efficiency of LEDs is
good, the cost per lumen is still too high compared to alternatives other than
for some specialist applications. However, this is expected to change over the
next 5 to 10 years as new LED technology develops. White light produced by
mixing red, green and blue LED light has the added advantage of virtually
infinite dynamic colour variation through digital control. It is in this area
that the early advance of solid state lighting is taking place.



As a result of its experience in applied LED technology developed through its
leadership in Indication and Signalling, the Board believes that Dialight is
well placed when compared with competitors and is in an excellent position to
develop a worldwide position in these emerging markets of specialised lighting
and colour mixing.



It is expected that Dialight's products will increasingly be assembled at BLP's
operations in Newmarket to support growing demand in Europe.



Dialight Strategy



In addition to continuing to develop the existing strong market positions in the
Indication and Signalling product lines, Dialight plans to exploit the
disruptive solid state lighting technologies now emerging in the Illumination
segment. The Board will seek to develop the Illumination product line to exploit
the opportunities that exist for that business in a number of ways:



•         organic growth in markets - Dialight will develop its markets
organically through investment in new product development and new customers on a
global basis. Building on Dialight's existing strong positions in both the USA
and Europe, these new products will be channelled to new and existing customers;



•         partnerships - these will be developed where Dialight chooses not to
invest directly. This could involve licensing Dialight's know-how and patented
technology to other qualified companies; and



•         acquisitions - Dialight will adopt a positive and proactive
acquisition policy identifying companies that can potentially be acquired to
give a local footprint in key markets and bring new products into the Company.



Finally, a key objective of the Continuing Group will be to improve the balance
of the activities of the Continuing Group between the USA, Europe and Asia.



8.       Board composition



Following the Completion of the Disposal Sir Alan Cockshaw will have chaired the
Board of Roxboro for almost eight years. Sir Alan now believes this is an
appropriate time to retire as Chairman, having presided over the Board during a
period of significant return to Shareholders, and will step down at the 2nd EGM.
Following the refocusing of the Group, Roxboro founder and Chief Executive,
Harry Tee, will succeed Sir Alan as Chairman. Roy Burton, who is currently CEO
of Dialight Corporation, will join the Board and become Group Chief Executive of
the re-named Dialight plc. Mr. Burton, 58, has been Chief Executive of Dialight
for the past 3 years and has led Dialight into the emerging LED illumination
market. He has many years experience in the electronics industry and has
previously held positions with ITT, Amphenol, Thomas & Betts Corporation and
Coraza Systems Inc.



Alf Vaisey, Group Finance Director, who has played an important role in the
execution of the Group's strategy, has remained with the Group to see through
the divestment programme. In accordance with his revised service contract Mr.
Vaisey proposes to give notice to resign from the Board following completion of
the Disposal to enable him to fulfil his desire to pursue other new
opportunities. He will retire as a director following the 2nd EGM. He will be
succeeded by Cathy Buckley who has been Company Secretary and Group Chief
Accountant for the past six years. Ms. Buckley will join the Board as Finance
Director following the 2nd EGM.



In his role as Chairman, Mr. Tee will initially spend approximately two days per
week working with the executive management team whom the Board believes will
benefit significantly from Mr. Tee's knowledge and experience, particularly in
the initial period following completion of the Disposal. Mr. Tee will assume a
non-executive Chairman role following the next AGM in May 2006.



Jeff Hewitt, who has been a non executive director for four years, will become
non executive Deputy Chairman, whilst Robert Jeens and Bill Whiteley will
continue as non executive directors.



These board changes are conditional on the Completion of the Disposal.



9.       Long term incentive arrangements



The Remuneration Committee has reviewed what the appropriate long-term incentive
arrangements would be for executive directors and senior managers in light of
the proposed structure of the Continuing Group following the Disposal in
conjunction with its independent advisors, Kepler Associates. The Remuneration
Committee has recommended to the Directors that a new Performance Share Plan (''
New Employee Share Scheme'') be introduced following the maturity of the Roxboro
Share Option Schemes.



The aim of introducing the New Employee Share Scheme is to ensure that the
Company's executive incentives provide a strong link between pay and
performance, align executive and Shareholder interests, and reflect current best
practice.



It is proposed to use relative total shareholder return (''TSR'') as the
performance measure for the New Employee Share Scheme as it is considered to be
an objective measure of the Company's success which will align the interests of
executives and Shareholders. TSR performance will be measured relative to two
indices (FTSE All-Share Electronic/Electrical Equipment Index and the FTSE Small
Cap Index) to ensure the benchmark is both relevant and robust. All the Ordinary
Shares would vest if the annualised TSR performance exceeds the blended index by
at least 15 per cent. per annum and 20 per cent. of the shares would vest if the
performance equals the index (with pro rata vesting in between). The number of
Ordinary Shares that may be issued under the Plan in any 10-year period may not
exceed such number of Ordinary Shares as represents 10 per cent. of the Ordinary
Shares in issue and it is the Remuneration Committee's intention that individual
awards will not normally exceed 100 per cent. of basic salary.



10.   Current trading and prospects of the Continuing Group



At the Annual General Meeting of Roxboro on 10 May 2005 and in the circular to
Shareholders dated 27 June 2005 it was reported there had been no significant
change in the markets serviced by the Group since the preliminary results
announcement in March 2005. This remains the case.



Within Solartron, good demand has continued in the oil and gas sector with new
Dualstream contracts secured and there has been a steady performance at
Solartron Metrology and Solartron Analytical.



Dialight continues to trade in line with management's expectations and, overall,
order books have strengthened from the beginning of the year. Within Indication,
volumes have increased from the second half of 2004 although they have not yet
recovered to the levels achieved during the first half of 2004 when the market
was particularly strong. Trading within Signalling is encouraging
notwithstanding delays in the receipt of regulatory approvals for Eclipse, the
new LED road signal for the European market which are now expected later this
year. Encouraging progress has been made within the Illumination sector with a
number of new products introduced into the high end of the market.

Overall, the Board views the prospects of Dialight with confidence as it pursues
its strategy focused entirely on applied LED technology and the high growth
opportunities it brings, particularly in the emerging market for solid state
lighting products.



11.   Dividend Policy



Following the Disposal of the Solartron Group and the Return of Cash to Ordinary
Shareholders, the Board intends that the dividend policy adopted by Roxboro
going forward will be adjusted to reflect the new profile and growth potential
of the Continuing Group.



The opportunities within the emerging solid state lighting market could lead to
a period of strong investment led growth as Dialight seeks a market leadership
position. Consequently the Board will review the on-going dividend policy taking
account of these opportunities and the Continuing Group's achievements.



12.   Circular to Shareholders



The Circular containing further details on the Disposal and the proposed Return
of Cash will be posted to Shareholders shortly.



DEFINITIONS


The following definitions apply throughout this announcement:

'Adjustments'                   the adjustments to the purchase price of the Solartron Group for net
                                cash and certain tax liabilities in the period to Completion, to be
                                made pursuant to the Agreement;

'Agreement'                     the sale and purchase agreement relating to the Disposal dated 25
                                August 2005 between Roxboro, Solartron Analytical Limited, Solartron
                                Analytical Inc., ISA Controls Limited, Solartron Metrology Inc., the
                                UK Purchaser and the US Purchaser;

'Ametek' or 'US Purchaser'      Ametek, Inc.;

'Articles of Association'       the articles of association of Roxboro from time to time;

'Analytical Transfer Documents' the agreements entered into on 6 June 2005 (as amended on 27 June
                                2005) and 16 June 2005 collectively effecting the transfer of the
                                trade and assets of the Analytical Product Line out of the Mobrey
                                Companies;

'B Shares'                      redeemable, non-cumulative preference shares of 75p each in the
                                capital of Roxboro;

'BLP'                           BLP Components Limited, a subsidiary of Roxboro which supplies
                                electromagnetic devices;

'Board' or 'Directors'          the directors of Roxboro for the time being;

'Close Brothers'                Close Brothers Corporate Finance Limited;

'Completion'                    completion of the Disposal;

'Continuing Group'              Roxboro and its subsidiary undertakings following Completion;

'Dialight'                      Roxboro's solid state lighting business;

'Disposal'                      the proposed disposal of the Solartron Group on the terms set out in
                                the Agreement;

'Emerson'                       Emerson Electric Company, Inc.;

'1st EGM'                       the extraordinary general meeting of Roxboro to seek approval for the
                                Disposal;

'2nd EGM'                       the extraordinary general meeting of Roxboro in relation to amending
                                Roxboro's Articles of Association, the change of name of Roxboro and
                                the New Employee Share Scheme;

'EGMs' or 'Extraordinary        both the 1st EGM and the 2nd EGM;
General Meetings'

'Illumination'                  Dialight's illumination product line;

'Indication'                    Dialight's indication product line;

'LED'                           light emitting diode;

'Mobrey'                        the business undertaken by the Mobrey Companies prior to the Mobrey
                                Disposal;

'Mobrey Companies'              Solartron Group PLC and Solartron Inc. and their respective
                                subsidiaries which were sold by Roxboro pursuant to the Mobrey
                                Disposal;

'Mobrey Disposal'               the sale by the Roxboro Group of Mobrey, a business unit of the
                                Group's Solartron division to Emerson pursuant to a sale and purchase
                                agreement dated 16 June 2005;

'New Employee Share Scheme'     the Performance Share Plan, proposed to be introduced following the
                                maturity of the Roxboro Share Option Schemes;

'Ordinary Shares'               ordinary shares of 1.89 pence each in the share capital of Roxboro;

'Ordinary Shareholders'         the holders of Ordinary Shares;

'OEM'                           Original Equipment Manufacturer;

'Performance Share Plan'        the New Employee Share Scheme;

'Remuneration Committee'        the remuneration committee of the Company;

'Return of Cash'                the return of a maximum £46.6 million of cash to Ordinary
                                Shareholders;

'Roxboro' or the 'Company'      The Roxboro Group PLC;

'Roxboro Group' or 'Group'      Roxboro and its subsidiaries;

'Roxboro Share Option Schemes'  the Roxboro No. 1 Executive Share Option Scheme, the Roxboro No. 2
or 'Share Option Schemes'       Executive Share Option Scheme, the Roxboro No. 3 Executive Share
                                Option Scheme and the Roxboro Group UK Sharesave Scheme;

'Shareholders'                  the holders of Ordinary Shares and/or B Shares as the context may
                                require;

'Signalling'                    Dialight's signalling product line;

'Solartron' or 'Solartron Group Solartron Metrology Limited and its subsidiaries and the assets and
'                               businesses of Solartron Metrology Inc., Solartron Analytical Limited,
                                Solartron Analytical Inc. and ISA Controls Limited;

'Solartron Analytical' or '     Solartron's Analytical product line, the trade and assets of which
Analytical Product Line'        were transferred out of the Mobrey Companies prior to the Mobrey
                                Disposal into Solartron Analytical Limited and Solartron Analytical
                                Inc. pursuant to the Analytical Transfer Documents;

'Solartron ISA'                 Solartron's business involved in the design and supply of
                                flow-metering products and solutions for the oil and gas market;

'Solartron Metrology'           Solartron's business involved in the design and supply of gauging and
                                position measurement sensors;

'UK Purchaser'                  EMA Holdings UK Limited, a wholly owned subsidiary of Ametek.




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