Placing & Acquisition

Pentagon Protection PLC 17 November 2003 17 November 2003 Pentagon Protection plc Proposed Acquisition of FilmTek Limited Placing of 21,000,000 Shares at 4.75p to raise £997,500 Appointment of new Chief Executive Pentagon Protection plc ('Pentagon ' or the 'Company'), the AIM listed manufacturer of innovative glass related products for the automotive sector, announces that it is has conditionally agreed to acquire the entire issued share capital of FilmTek Limited ('FilmTek') for initial consideration of £1,500,000. Consideration for the acquisition will be satisfied as to £750,000 in cash, financed by a placing of 21,000,000 New Ordinary Shares at 4.75p to raise £997,500 (before expenses), and by the issue of 15,789,474 New Ordinary Shares in Pentagon to the vendors. In addition, deferred consideration of up to a maximum of £1,000,000 may also be payable over the next three years, depending on FilmTek's profits in the years ended 30 April 2004, 2005 and 2006. This will be satisfied by a combination of cash and new ordinary shares in Pentagon. FilmTek is a leading specialist in the advancement and installation of safety, security and solar window film on buildings. In the year ended 30 April 2003, FilmTek had turnover of £2.19 million and a profit before tax of £62,000 after a non-recurring payment of £225,000 to an employee benefit trust. The current order book value is in excess of £400,000 with new clients that include Dixons, Debenhams, Boots and Pilkington. Major clients include Singapore Airport, Eurostar at Waterloo Station, Marks & Spencer and BBC Worldwide Limited. This will be Pentagon's first acquisition since its AIM flotation in April 2003, when it raised £500,000 net of expenses. The Directors believe that the benefits of the acquisition will be to: •significantly broaden the international market for Pentagon's SupaGlass; •add substantial flat-glass expertise to the Company's automotive glass skills; •strengthen the management team with Graham Bannerman to become Pentagon's CEO and; •enable Geoffrey Russell, currently Managing Director, to become Group Technical Director, focusing on R&D and worldwide licensing of the Group's products. The placing and acquisition of FilmTek are conditional on the approval of Pentagon's shareholders, which is to be sought at an EGM of the Company to be held on 11 December 2003. A circular containing full details of the placing and acquisition will today be sent to shareholders. Commenting, David Thomas, Chairman of Pentagon said: 'This is an excellent acquisition for Pentagon which should appeal to our investors. It adds critical mass and significant value and enables Pentagon to diversify beyond its current markets. Since Pentagon Protection's AIM debut in April 2003, our strategy has been to grow organically and to actively consider strategically robust acquisitions. The Company's national Volkswagen contract gain in September 2003, quickly followed by this capability enhancing acquisition, will help deliver Pentagon's strategic aim of becoming a global leader in the development and supply of innovative glass related products to the automotive and commercial building sectors.' Pentagon was advised by Seymour Pierce in relation to the acquisition of FilmTek. The placing was undertaken by Seymour Pierce Ellis. For further information contact: Pentagon Protection plc Binns & Co PR Ltd David Thomas, Chairman Emma McCaffrey Tel: (020) 8749 9749 Peter Binns www.PentagonGlassTech.com Sam Allen 020 7786 9600 This information is provided by RNS The company news service from the London Stock Exchange
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