Acquisition

Anite Group PLC 2 April 2001 2 April 2001 Anite Group plc ('Anite' or 'Company') Anite acquires ICL Government Applications Business for up to £13 million Introduction Anite, the European IT consultancy and services company, today announces that it has, through its wholly-owned subsidiary, Anite Public Sector Limited ('APS'), acquired the government applications business of International Computers Limited ('ICL') for a maximum consideration of £13 million. The consideration comprises an initial consideration of £6.25 million ('Initial Consideration'), a further payment of £6.25 million payable on 30 November 2001 ('Second Tranche') plus a potential final payment of £500,000 payable on the satisfaction by ICL of certain criteria by 30 November 2001 ('Conditional Consideration'). The business being purchased is part of ICL's public sector activity. It is a leader in developing, supplying and maintaining software applications and associated services for local authorities and other customers. The business will be merged into APS and all its operations will be branded Anite in line with current strategy. The operation is based in Reading and engages around 110 people. APS has a focused distribution strategy to the public sector with products and services supplied to local government revenues, housing and social services departments. It is also well placed to work in partnership with local authorities on corporate e-government initiatives. Reasons for acquisition This acquisition further strengthens APS's leading position in the Public Sector market, with a range of additional applications and services. APS now has more Local Authority customers than any other supplier and, through this acquisition, is demonstrating a long-term commitment to provide customers with a comprehensive portfolio of IT solutions. APS will also provide on-going and new application products and services to the significant number of VME mainframe customers who are supported by the business. Consideration The Initial Consideration will be satisfied as to £3.625 million in cash and as to £2.625 million by the issue and allotment by Anite of 1,743,028 ordinary shares of 10 pence each in the capital of Anite ('Anite Shares'), at the rate of 150.6 pence per ordinary share. The Second Tranche will be satisfied as to £3.625 million in cash payable on 30 November 2001 and as to £2.625 million by the issue and allotment by Anite on 30 November 2001 of Anite Shares. The Conditional Consideration will be satisfied in two equal tranches (both to be satisfied as to £125,000 in cash and as to £125,000 by the issue and allotment of Anite Shares). The first tranche is to be satisfied on the achievement by ICL of certain criteria on or before 30 November 2001 and the second tranche is to be satisfied on 30 November 2001. If the relevant criteria are not satisfied by ICL on or before 30 November 2001, no Conditional Consideration is payable. As at 28 February 2001 (being the date to which unaudited management accounts for the ICL government applications business for the 11 month period commencing on 1 April 2000 have been prepared) the value of the net assets the subject of the transaction was £230,000 with profits attributable to those net assets for such 11 month period of £1,281,000. Anite's Chief Executive John Hawkins, commenting on the acquisition, said: 'Our strategy has been to build up APS by selective acquisitions. We now have a successful Public Sector business that is well managed and strongly growing, following the merger and restructuring of three acquisitions made in 1999/ 2000. 'The acquisition of the ICL Government Applications' operation will build further on this progress by creating an even stronger business with a significant customer base and a wide and modern range of applications, backed by strong service and product development teams. We see this as the start of developing a strong relationship with ICL. Anite's presence in the government, telecoms and travel markets in the UK presents us with an ideal opportunity to strengthen this relationship in the future. 'The acquisition is expected to be earnings enhancing in Anite's next financial year, commencing 1 May 2001'. - Ends - For further information please contact: Anite Group Plc 0118 945 0121 John Hawkins, Chief Executive www.anite.com Golin/Harris Ludgate 020 7324 8888 Reg Hoare
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