Statement re Capcon Holdings

Christie Group PLC 22 March 2006 Christie Group plc Offer to acquire the Audit and Stocktaking and the Commercial Investigations Divisions of Capcon Holdings plc Christie Group plc ('Christie') notes the announcement made today by Capcon Holdings plc ('Capcon') in relation to the proposals set out in the Circular sent to Capcon Shareholders on 3 March 2006 (the 'Circular'). The Circular states that in the event that the proposals are not approved by Capcon shareholders that 'it is unlikely that the (Capcon) Group would be able to meet its financial obligations as and when they fall due and may therefore be unable to trade unless alternative financing arrangements were made available'. Against this background, Christie confirms that on 10 March 2006 it submitted a legally binding alternative offer to Capcon to purchase the businesses and assets (and to assume certain liabilities) of the Capcon Audit and Stocktaking and the Commercial Investigations Divisions (the 'Audit and Investigations Businesses') (the 'Christie Offer'). The offer to acquire the Audit and Investigations Businesses as currently proposed in the Circular is an offer from Lakesong Trading Limited ('Lakesong') which is a company that has been formed, and is owned, by Mr Ken Dulieu and Mr Clifford Cavender, both directors of Capcon, for the purpose of purchasing the Audit and Investigations Businesses for £400,000 for the assets and goodwill of the Audit and Investigations Businesses plus a further £300,000 for the work in progress (the 'Lakesong Offer'). The Christie Offer is to make this purchase through a wholly owned subsidiary of Christie on exactly the same terms as the Lakesong Offer and under a contract and timetable identical to that which is proposed to be entered into with Lakesong save that the cash sum of £700,000 payable at completion will be increased to £1.0 million. Christie confirms that it proposes to meet this consideration in cash from its own resources and is able to do so immediately. Christie confirms that the Christie Offer is fully funded and without further conditions. The Christie Offer was submitted on 10 March 2006 but was rejected by the board of Capcon in a letter dated 14 March 2006. Christie responded to Capcon Board on 17 March 2006 and confirmed that the Christie Offer has been renewed and remains open for acceptance. Furthermore, Christie informed the board of Capcon that it was prepared to improve the Christie Offer, should Capcon make available up-to-date information on the businesses, assets and liabilities of the Audit and Investigations Businesses. To date, no such information has been provided to Christie. The Christie Board notes from the Circular that the Capcon Board •'believes that (following a sale of the Audit and Investigations Businesses) the opportunities for growth of the remaining Commercial Investigation Service divisions of the (Capcon) Group may benefit from the increased focus that they will inevitably receive after the proposed sale'; and •'intend(s) following such sale to develop the remaining business in Capcon and firmly believes that the investigation and risk management services will increase in demand in response to the growing awareness and reaction throughout the developed world to threats of damage to business from major fraud. The (Capcon) Directors believe that in these circumstances the strengthened remaining business will be an attractive base for further development...'. Christie is a substantial professional business services group serving the Leisure, Retail and Care Sectors, with revenues in the year to December 2004 of £70.0 million and profits before tax of £5.2 million (being Christie's last published audited accounts). Christie has confirmed in its legally binding offer that it will undertake the same commitment as Lakesong to increase the opportunities for cross-fertilisation between the Audit and Investigations Businesses and the Capcon Group. In addition, the Christie Board believes that further opportunities would arise from across the six principal trading subsidiaries comprising the Christie Group. In the opinion of the Christie Board the Christie Offer provides the opportunity of enhanced career prospects for Capcon employees. The Christie Offer avoids the prospect for Capcon shareholders of suffering significant dilution following the full conversion of the Convertible Loan Stock, such that their current shareholding would represent only 38.8 per cent of the enlarged ordinary issued share capital of Capcon, as envisaged by the Circular. The Christie Offer provides at least £0.3 million additional cash to Capcon to enable it retained business to pursue its stated objectives for the retained business. Christie has recently acquired 1,522,500 Capcon ordinary shares, representing a 14.99 per cent. shareholding in Capcon and announces that it intends to vote against the resolutions 1 to 4 relating to the constitution of the Convertible Loan Notes to be considered at the EGM and against the disposal to Lakesong.. In addition Christie intends to propose that the meeting consider and vote on the Christie Offer, as representing greater value to Capcon Shareholders than the Lakesong Offer and will propose an amendment approving the immediate disposal of the Audit and Investigations Businesses to Christie. Christie confirms that it is able to complete this acquisition immediately and without further condition. 22 March 2006 Enquiries: Christie Group plc David Rugg Chief Executive Robert Zenker Finance Director 020 7227 0707 Charles Stanley Securities Philip Davies 020 7953 2000 This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings