Final Results - Year Ended 30 September 1999

Brooke Industrial Holdings PLC
21 December 1999


BROOKE INDUSTRIAL HOLDINGS PLC

PRELIMINARY ANNOUNCEMENT

The period covered by this report has been one of continuous activity and
change for Brooke Industrial, with acquisitions in South Africa, the U.S.A. and
the U.K., a successful defence to a hostile bid and the completion of a major
programme of capital investment and continuing divisional re-structuring.

The high cost of defending the hostile bid extended beyond the professional
fees incurred to an unmeasurable impact, particularly in our carbide division,
associated with employment uncertainties and customer confidence.  Throughout
this disruption your Board did not lose sight of the importance of completing
the group re-structuring programme which was expanded to encompass further
cost saving opportunities resulting from the acquisition of Somta Tools in South
Africa and its subsidiaries in the U.S.A. and the U.K.

The second half of the year saw an increase in turnover as a result of
improvements in export sales and the acquisition of Somta. Sales at £27.7m
(1998: 29.1m) were 5% below last year.

Second half margins improved but at 23.6% for the year as a whole were 2.7%
down on the previous year; principally as a result of pricing pressures
occasioned by the strong pound sterling.

A combination of second half margin improvement, cost reduction and the
acquisition of Somta resulted in the Group making an operating profit before
exceptional items in the second half of £331,000. The operating loss for the
year, before exceptional items, was £22,000 (1998: £1,805,000 profit).

Exceptional and non recurring costs of £660,000 comprised the hostile bid
defence costs of £343,000 and other rationalisation costs of £317,000 as
operating divisions were being restructured.

The tax credit arising from UK losses is £172,000, having been reduced by the
impact of tax losses brought and carried forward and exacerbated by non
allowable items. Full tax at £110,000 is payable on profits generated in South
Africa. The net tax credit of £62,000 represents an effective rate of 4.7%
(1998: 27.2%).

The directors appreciate the support that shareholders have given the company
during the year and look forward to improved trading. The Board feels able to
recommend an unchanged final dividend of 3.5p (1998:3.5p) to be paid on 10
April 2000 to shareholders on the register at 10 March 2000. This makes a total
dividend for the year of 5.25p per share (1998:5.25p).

The acquisition of Somta and APW's building in Warrington, along with the
costs of defending the unwelcome and opportunistic bid for your Group were all
financed by borrowings. The Group's plans to realise values in certain assets,
via disposals, would allow an accelerated reduction in total borrowings.


Acquisitions
On 9th June 1999, the Group completed the acquisition of the business of Somta
Tools and its subsidiaries for £5,222,000 (including costs) of which
£2,000,000 was on deferred terms.  The worldwide opportunities presented by this
acquisition have met the expectations of your Board and in a full year will add
around £10,000,000 to Group sales at a margin unattainable in our European
operations.  The Somta subsidiaries in Chicago, U.S.A and Rotherham, U.K. have
already been amalgamated with existing Brooke operations in these locations and
are beginning to show the expected activity improvement and cost savings. 
Somta's extensive product range will be distributed, in the Northern
Hemisphere, from Brooke Cutting Tools' newly extended distribution and call
centre in Rotherham.  This is an exciting development for the Group and becomes
fully operational in January 2000.

On 14th May 1999 the Group purchased the 3.46 acre industrial site in
Warrington occupied by APW Limited for £1,877,000 (including costs).  The full
price paid for this site partly reflects its potential for retail development. 
This potential is presently being investigated and in due course may prove to be
beneficial to the Group.

Disposals
The Board recognises the need to investigate all strategic proposals which
would maximise shareholder value.

As a result of rationalisation and re-structuring, following the recent
acquisitions, a number of assets are now, or will soon become, available for
disposal.  Accordingly, the Group is in touch with interested parties and the
Board expects to be able to make further announcements regarding this in the
near future.

Trading
The cutting tool division, following the acquisitions, now has over 26,000
product lines. It is consolidating its position in Europe and is positioned to
become a leading player in world markets.  In the coming year sales from this
division will represent around 50% of group turnover. The newly acquired
companies, during the four months of ownership, operated profitably and to
expectations.

The carbide division operates within a sector which, globally, has experienced
trading volumes substantially lower than the previous year.  The  cause of
this was primarily the reduced activity levels in the oil industry and the
resultant spin off into the gas and petrochemical industries.  The Group's focus
on precision wear parts for high cost oil field installations, where investment
was particularly low, exacerbated the problem.  The two companies that form this
division, now operating as Brooke Hard Materials, have recently seen a
significant up turn in order input levels and this, coupled with strategic
co-operation agreements with other companies trading in similar fields, allows
an improved level of cautious optimism for the coming year.

The spring division continued to trade profitably during the financial year,
with further growth in our after market distribution business in Europe,
through the group's Suplex brand.  The UK distribution business has been
separated from the manufacturing business and moved into alternative Group
premises in December 1999.  This will enable its parallel development with
Suplex in Germany under the same management team as the German company.

Turton Tonks Springs Limited, the group's industrial spring manufacturer, has
strengthened its commercial team and has consolidated its manufacturing on one
site.  With marketing initiatives, particularly in the railway industry, we
look forward to a year of growth.

The metal parts division, which encompasses our APW manufacturing site in
Warrington and the seven Perfast distribution depots throughout the country,
has also been trading in a difficult sector and was unable to make the progress
anticipated. During the year a systems failure, which was unable to be
supported by the system's supplier due to its being in receivership, served to
compound Perfast's under performance and significantly delay the development
programme.  However, the management and the Board have confidence in the concept
and are now pushing forward with their plans for fully interactive CD Rom
catalogues and on-line sales.

Outlook
The distractions of last year required a level of effort and dedication from
Group management and employees beyond the normal call of duty, for which I
thank them.

The weak Euro still depresses price sensitive volume business from mainland
Europe and inevitably impacts U.K. activity levels.  However, the Group can
report improved trading conditions particularly in other export markets and
has put a lot of time, effort and investment into reducing its cost base and
positioning itself to take advantage of these opportunities.

The Board's clear strategic plan for the future of the Group enables it to
look forward to the year 2000 with confidence.

J K Dashper
Executive Chairman
21 December 1999

For further information please contact:
J K Dashper, Executive Chairman         Tel: [phone]  Fax: [phone]
M P Childs, Group Managing Director     Tel: [phone]  Fax: [phone]
P M Gill, Group Finance Director        Tel: [phone]  Fax: [phone]

                                                                              
  
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 30                                                         
September 1999
                                                                              
  
                      Note  Opera-   Excep-  1999   Operations  Excep-    1998
                            tions    tional         before      tional
                            before   Costs          excep-      Costs
                            excep-                  tional
                            tional                  costs
                            costs
                          £'000's   £'000's £'000's  £'000's    £'000's £'000's
   Turnover          2,3                                                 
  
   Existing operations    24,450      -     24,450    29,108       -    29,108
   Acquisitions            3,325      -      3,325       -         -         -  
                          ------  -------  -------  -------  -------   -------
   Continuing operations  27,775      -     27,775    29,108       -    29,108
                          -------  -------  -------  -------  -------   -------
   Cost of sales         (21,218)     -    (21,218)  (21,461)      -   (21,461)
                         -------   -------  -------  -------  -------  -------
   Gross profit            6,557      -      6,557     7,647       -     7,647
   Distribution costs     (4,805)     -     (4,805)   (4,370)      -    (4,370)
   Administration         (1,774)   (660)   (2,434)   (1,472)    (353)  (1,825)
   expenses
                         -------   -------  -------   -------  ------- -------
   Operating (Loss)/   3                                                 
   Profit
   Existing operations      (528)   (517)   (1,045)    1,805     (353)   1,452
   Acquisitions              506    (143)      363         -       -         -
   Profit on disposal 
   of fixed asset                                                               
  investments                 -      -          -         -      128      128
                         -------   -------  -------   -------  ------- -------
   Continuing operations     (22)   (660)    (682)     1,805     (225)   1,580
   Interest payable         (641)      -     (641)      (440)       -     (440)
                         -------   -------  -------   -------  ------- -------

   (Loss)/Profit on                                                           
   ordinary activities                                                        
   before taxation          (663)   (660)  (1,323)     1,365     (225)   1,140
   Taxation                   31      31       62       (418)     108     (310)
                         -------   -------  -------   -------  ------- -------

   (Loss)/Profit on                                                           
   ordinary activities                                                        
   after taxation           (632)   (629)  (1,261)       947     (117)     830
   Minority interest          17       -       17         17        -       17
                         -------   -------  -------   -------  ------- -------

   (Loss)/Profit                                                              
   attributable to                                                            
   members of Brooke                                                          
   Industrial Holdings      (615)   (629)  (1,244)        964    (117)     847
   plc
   Dividend                 (400)      -     (400)       (400)      -     (400)
                         -------   -------  -------   -------  ------- -------

   Retained                                                                   
   (loss)/profit for the                                                      
   period                 (1,015)   (629)  (1,644)        564    (117)     447
                         -------- -------- --------   -------  -------- -------
   Basic earnings per                                                         
   share              4    (8.1p)  (8.2p)  (16.3p)      12.6p   (1.5p)   11.1p
   Diluted earnings per                                                       
   share              4    (8.0p)  (8.2p)  (16.2p)      12.5p   (1.5p)   11.0p


BALANCE SHEET    
                                                                            
       
                                     Group                                    
                                1999       1998                               
                               £'000's    £'000's    

 Tangible fixed assets          10,028      7,012    
                               -------    -------       
 Current Assets                                  
 Stocks                          9,777      6,682   
 Debtors                         8,974      6,954 
 Cash at bank and in                                         
 hand                              541        100
                               -------    -------  
                                19,292     13,736  
 Creditors: amounts                                                           
 falling due within one                          
 year                          (14,855)    (8,165)
                               -------    -------  
 Net current assets              4,437      5,571   
                               -------    -------   
 Total assets less                                                            
 current liabilities            14,465     12,583
                               -------    -------
 Creditors: amounts                                                           
 falling due after more                          
 than one year                 (5,903)    (2,419)

 Provisions for                                                               
 liabilities and charges         (244)      (213)
                               -------    ------- 
 Net Assets                      8,318      9,951  
                               -------    -------                             
            
 Capital and reserves                                                         
 Share capital                   3,812      3,812                             
 Share premium                   3,867      3,867                             
 Revaluation reserve               405        439                             
 Acquisition reserve                                                          
 Profit and loss account           234      1,816                             
                               -------    -------                             
 Equity shareholders'                                                         
 funds                           8,318      9,934
 Minority interest -                                                          
 equity                             -          17
                               -------    -------   
                                 8,318      9,951    
                               -------    -------   
 Net borrowings                 13,041      4,492   
 Gearing                        156.8%      45.1%                             
      
                                                                              
       
CONSOLIDATED CASH FLOW                                                        
STATEMENT
for the year ended 30                                                         
September 1999
                                                                              
       
                                                    Year to     Year to   
                                                      30          30
                                                   September   September
                                                     1999        1998
                                                     £'000's     £'000's      
       
 Cash (outflow)/inflow    
 from operating                                                         
 activities                                            (172)       1,759
 Returns on investments  
 and servicing of                                                       
 finance                                               (430)       (418)
 Taxation                                               (46)       (199) 
 Acquisitions and                                                         
 disposals                                           (2,748)         77
 Capital expenditure and                                                 
 financial investment                                (2,640)     (1,416)
 Equity dividend paid                                  (400)       (400) 
                                                     -------     -------      
            
 Net cash outflow before                          
 financing                                           (6,436)       (597)
 Net cash inflows from                             
 financing                                            4,716          30
                                                     -------     -------      
            
 Increase/(decrease) in             
 cash                                                (1,720)       (567)
                                                     -------     -------      
            
Reconciliation of operating profit to   
cash inflow/(outflow) from operating
activities
                                                      1999        1998  
                                                     £'000's     £'000's     
      
 Operating (loss)/profit                               (682)       1,452      
 Loss on disposal of                                                          
 tangible fixed assets                                   20           -
 Depreciation charge                                  1,112          981      
 (Increase) in stocks                                  (112)        (339)      
 (Increase)/decrease in                                                       
 debtors                                                (92)         205
 Increase/(decrease) in                                                       
 creditors                                             (418)       (540)
                                                     -------     -------      
 Net cash inflow/ from                                                        
 operating activities                                  (172)       1,759
                                                     -------     -------      
            
                                                                              
Reconciliation of net                                                         
cash flow to movement in
net debt
                                                       1999        1998      
                                                     £'000's     £'000's      
      
 (Decrease)/increase in                              (1,720)       (567)      
 cash in the year
 Cash(inflow)/outflow                                                         
 from                                                                   
 (increase)/decrease in                                                 
 debt and lease finance                              (4,127)         677
                                                     -------     -------      
            
 Change in net debt                                                           
 resulting from cash                                                    
 flows                                               (5,847)         110
 Net debt acquired with                                                       
 subsidiary                                            (123)           -
 New finance leases                                    (589)        (707)      
 Loan notes issued                                   (2,000)           -        
Exchange differences                                     10           3      
                                                     -------     -------      
      
 Movement in net debt in                                                      
 the year                                            (8,549)       (594)
 Net debt at beginning                                                        
 of year                                             (4,492)     (3,898)
                                                     -------     -------      
 Net debt at end of year                            (13,041)     (4,492)      
                                                     -------     -------      
            
NOTES TO THE PRELIMINARY                                                      
ANNOUNCEMENT
for the year ended 30                                                         
September 1999
                                                                              
      
1 The financial                                                                 
 information set out
  above does not
  constitute the
 Company's statutory
 accounts for the year                                                        
 ended 30 September 1999
 or 1998 but is derived
 from those accounts.
 Statutory accounts for                                                       
 1998 have been
 delivered to the
 registrar of companies,
 whereas
 those for 1999 will be                                                       
 delivered following the
 Company's annual
 general meeting to be
 held on
 28 February 2000. The                                                        
 auditors have reported
 on those accounts,
 their reports were
 unqualified
 and did not contain a                                                        
 statement under section
 237(2) or (3) of the
 Companies Act 1985.
                                                                              
 Copies of this                                                               
 statement will be
 available for members
 of the public at the
 Company's
 Head Office, Shepcote                                                        
 Lane, Sheffield, S9
 1QT.
                                                                              
      
2 Turnover is analysed                                                         
  as:
                                                                              
 Turnover                                                                     
 UK                                                   17,814      20,324      
 Export                                                9,961       8,784      
                                                     -------     -------      
                                                      27,775      29,108      
                                                     -------     -------      
            
3 Operating profit is                                                          
  analysed between
 existing operations and
 acquisitions as
 follows:
                                            1999                   1998      
      
                              Existing   Acquisi-      Total    Existing      
                                opera-      tions                 opera-
                                 tions                             tions
                                                                              
      
 Turnover                       24,450      3,325     27,775      29,108      
 Cost of sales                 (19,299)    (1,919)   (21,218)    (21,461)      
                               -------    -------    -------     -------      
 Gross profit                    5,151      1,406      6,557       7,647      
 Distribution costs             (4,178)      (627)    (4,805)     (4,370)      
                               -------    -------    -------     -------      
            
 Administration expenses                                                      
 before exceptional                                                     
 items                          (1,501)      (273)    (1,774)     (1,472)
 Exceptional                                                                  
 administration expenses          (517)      (143)      (660)       (225)
                               --------   --------    -------     -------      
 Total administration                                                         
 expenses                       (2,018)      (416)    (2,434)     (1,697)
                               --------   --------    -------     -------      
 Operating profit               (1,045)        363      (682)       1,580      
                               --------   --------    -------     -------      
            
4 Earnings per share                                                           
                              1999                 1998                       
                              £000                 £000                       
      
 (Loss)/profit for the       (1,244)                847                       
 year
 Exceptional items             660                  353                       
 Profit on disposal of          -                  (128)                      
 fixed asset investments
 Tax impact of above           (31)                (108)                      
 adjustments
 (Loss)/profit before                                                         
 exceptional items            (615)                 964
                                                                              
      
                               No                    No                      
      
 Basic weighted average                                                       
 number of shares           7,624,506              7,624,506
 Adjusted for share                                                           
 options                       53,703                 53,703
 Diluted weighted                                                             
 average number of                                 
 shares                     7,678,209              7,678,209
 (Loss)/earnings per                                                          
 share                      (16.3p)                11.1p
 Diluted (loss)/earnings                                                      
 per share                  (16.2p)                11.0p
 Earnings per share                                                           
 before exceptional                                
 items                      (8.1p)                 12.6p