Acquisition

Glen Group PLC 06 June 2007 Glen Group plc ('Glen' or 'the Company') Acquisition of Pinnacle Group Limited ('Pinnacle Group') The Board of Glen is pleased to announce that it has agreed to acquire the entire issued share capital of Pinnacle Group for a consideration of £700,000, to be satisfied by the issue of 122,727,273 ordinary shares in the Company ('the Consideration Shares') at 0.55 pence per share and cash of £25,000. The transaction is conditional only upon the admission of the Consideration Shares to trading on AIM becoming effective in accordance with the AIM Rules, which it is anticipated will occur at 8.00 am tomorrow, 7th June 2007. Pinnacle Group has two main operating companies, Pinnacle Telecom plc ('Telecom') which is wholly owned, and Sports Club Telecom Limited ('Sports Club') which is 80% owned and was acquired by Pinnacle Group in January 2007. Pinnacle Group also has a 50% interest in each of Pinnacle Mobile Limited, a provider of mobile services to the SME market, based in the Midlands, and Pinnacle Data Limited, which is currently dormant. Pinnacle Mobile is not significant to the Pinnacle Group and it has not been treated as an associated company. Pinnacle Group is based near Falkirk, between Edinburgh and Glasgow, and provides solution driven telecommunications services to the SME market, including carrier pre-selection, line rental and other bespoke services. The business has approximately 200 active customers with several thousand more in its database. These contacts will provide a strong platform for Glen to cross sell its other products and services, particularly IT services through its subsidiary Explore IT Limited ('Explore IT'). Pinnacle Group will also be able to take advantage of cross selling opportunities into the current Glen SME customer base, as Glen does not currently provide carrier pre-selection services. Pinnacle Group has developed its own specialised billing and customer support system and provides most of its customer connectivity and calls through a contractual arrangement with BT Wholesale. A significant portion of its income and gross margin is recurring. This aspect has been steadily increasing with the integration into Telecom of the customer base of Sports Club acquired in January 2007, which doubled Pinnacle's active customer base at that time. In the month of April 2007, the latest month with information available, Pinnacle Group billed nearly £50,000 of turnover from calls and access services alone. Pinnacle Group is wholly owned by Alan Bonner, who was instrumental in building the Pinnacle business over a six year period from its formation in 1998 to a turnover of £6m by 2004. In that year the fixed-line customer base was sold and the business today was re-established during 2006 and has grown rapidly since then. The directors of the Pinnacle Group majority owned companies other than Alan Bonner have resigned, by mutual consent, with effect from completion of the acquisition. Pinnacle Group's two continuing employees will integrate the business fully into the structure of Glen Communications Limited ('Glen Communications'), the Company's existing SME focused subsidiary, which currently provides mobile and Voice over IP services to its customers. In view of these developments, it is expected that the Glen Communications name will be withdrawn from the market over a three month integration period and Alan Bonner has been appointed Managing Director of that company, with effect from completion. Craig Saunderson remains as Managing Director of Explore IT, which provides a wide range of IT services to SMEs. Below are the consolidated results of Pinnacle Group drawn up under UK GAAP, taken from the audited filed accounts for the year ended 31st March 2006 and the unaudited management accounts for the year ended 31st March 2007. The figures include the results of Sports Club from the date of acquisition on 17th January 2007. The minority interest in Sports Club has not been accounted for as it is immaterial to the results. PROFIT AND LOSS Year ended 31st March Year ended 31st March ACCOUNT 2007 2006 £ £ Turnover 490,869 472,990 Cost of Sales 283,616 309,014 Gross Margin 207,253 163,976 Overheads 114,156 60,990 Operating Profit before exceptional Items 93,097 102,986 Exceptional Items (Note) 86,428 0 Profit before Interest and Tax 6,669 102,986 Net Interest 895 768 Profit before Tax 7,564 103,754 Note. The exceptional items in 2007 relate to costs which are not related to the business being acquired. The consolidated balance sheets of Pinnacle Group, derived from the audited filed accounts at 31st March 2006 and the unaudited management accounts as at 31st March 2007, is summarised as follows: BALANCE SHEET 31st March 2007 31st March 2006 £ £ Fixed Assets 125,780 15,658 Current Assets Investments 0 50,040 Debtors and prepayments 164,007 128,338 Bank and cash 10,218 9,245 Total Current Assets 174,225 187,623 Current Liabilities Creditors and accruals 196,886 13,137 Bank loans and overdrafts 0 139,814 Value added tax 7,019 1,299 Directors' loans 3,101 9,596 Total Current Liabilities 207,006 163,846 Net Current (Liabilities) / Assets (32,781) 23,777 Long Term Liabilities Deferred consideration (46,000) 0 NET ASSETS 46,999 39,435 Represented by: Share capital 460,000 460,000 Share premium 3,000 3,000 Reserves (416,001) (423,565) SHAREHOLDERS' EQUITY 46,999 39,435 The expanded SME focused business will comprise the Pinnacle Group companies, Glen Communications and Explore IT, which are expected to be fully integrated within 90 days. During the early part of this year, substantial changes were made to the business and operations of Glen Communications to increase the focus of its product set on the provision of IT services and solutions, including the provision of voice services over a broadband connection (VoIP). The intention was to start to convert its revenue streams to recurring, rather than project-based, income. These operational changes have now been completed and further details will be provided when Glen issues its interim results for the half year ended 31st March 2007 at the end of this month. Commenting today, Graham J Duncan, Chief Executive of Glen Group plc, said: 'I am delighted to be able to announce the acquisition of Pinnacle Group. This important development gives us a steady stream of recurring income, provides a sound platform for further growth and brings to the group the services of Alan Bonner. Alan is a prominent Scottish telecoms entrepreneur and he has an impressive record of building profitable businesses. I am sure he will play an increasingly important role in the group as we continue to advance the business.' 6th June 2007 Enquiries: Glen Group plc Graham J Duncan, Chief Executive Tel: 0845 119 2100 Seymour Pierce Limited Jonathan Wright Tel: 0207 107 8000 Pelham PR Alex Walters Tel: 0203 170 7435 This information is provided by RNS The company news service from the London Stock Exchange
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