Acquisition

Anite Group PLC 3 September 2001 Anite Group plc ('Anite' or 'Company') 3 September 2001 Anite acquires Parsec Systems Limited for up to £27 million INTRODUCTION Anite, the European IT consultancy and services company, today announces that it has acquired the entire issued share capital of Parsec Systems Limited ('Parsec'), an e-business solutions design and development specialist, for a maximum consideration of £27 million. The total consideration comprises an initial consideration of £7 million ('Initial Consideration') with up to a further £20 million deferred consideration ('Deferred Consideration'), payable on the achievement by Parsec of certain profit and revenue targets for the period to 30 April 2004. BACKGROUND TO AND REASONS FOR ACQUISITION This acquisition further strengthens Anite's position in the e- business solutions market and adds significant expertise in application design and development. Parsec was founded in 1997, is based in Aylesbury, and has enjoyed rapid and significant growth, with particular recent success in the financial services sector where clients include Skandia Life, Halifax, and Mellon Global Investment. A broad portfolio of projects is undertaken for clients, with a focus on e-business services such as the publishing and distribution of on-line information, transaction of new business and self-service management systems. The addition of Parsec to the Anite group will significantly increase its presence in the UK consultancy and services business, matching its established presence in finance and insurance in continental Europe. CONSIDERATION The Initial Consideration will be satisfied as to: 1. £1.75 million by the issue by Anite of Anite loan notes to be bank guaranteed from 1 May 2002 ('Initially Unguaranteed Loan Notes'); 2. £1.5 million by the issue by Anite of Anite bank guaranteed loan notes ('Guaranteed Loan Notes'); 3. £250,000 in cash (payable from existing resources) or by the issue of conditional Initially Unguaranteed Loan Notes; and 4. £3.5 million by the issue and allotment by Anite of 2,501,787 ordinary shares of 10 pence each in the capital of Anite ('Anite Shares'), at the rate of 139.9 pence per ordinary share. Each tranche of Deferred Consideration will be satisfied as to: 1. 50% by the issue and allotment by Anite of Anite Shares; and 2. 50% by the issue by Anite of Initially Unguaranteed Loan Notes, or, after May 2002, Guaranteed Loan Notes. As at 31 October 2000 (being the last date to which annual audited accounts for Parsec have been prepared) the value of the net assets the subject of the transaction was £792,989 with profits attributable to those net assets for such 12 month period of £1,412,255 (before payment of management bonuses of £942,000) on turnover of £3.76m. Parsec currently employs around 55 consultants and has enjoyed very high utilisation rates on a number of significant projects. ANITE'S CHIEF EXECUTIVE JOHN HAWKINS, COMMENTING ON THE ACQUISITION, SAID: 'The acquisition of Parsec is in line with our stated strategy to establish Anite as a leading European IT consultancy and managed services business. It adds at a stroke a significant enhancement to our e-business offering as well as bringing new core skills and clients to our IT consultancy business in the UK.' FOR FURTHER INFORMATION PLEASE CONTACT: WWW.ANITE.COM ANITE GROUP PLC 0118 945 0121 John Hawkins, Chief Executive GOLIN/HARRIS LUDGATE 020 7324 8888 Reg Hoare/Laurence Read
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