Acquisition

Creston PLC 08 July 2005 Date: 8 July 2005 On behalf of: Creston Plc (the 'Company' or 'Group') Under embargo until 0700 hours CRESTON ACQUIRES RED DOOR COMMUNICATIONS Acquisition of Red Door Communications for a maximum consideration of £13.5 million Creston Plc ("Creston" or the "Group"), the diversified international marketing services group, is pleased to announce the acquisition of specialist healthcare PR agency Red Door Communications Limited ("Red Door Communications"). The initial consideration is of £6.5 million, up to £0.3 million dependent on the net assets of Red Door Communications and a further maximum deferred consideration of up to £6.7 million dependent on the financial performance in the period to 31 March 2009. Red Door Communications, which is based in London, is a company engaged in the provision of public relations and medical education in the healthcare sector. The acquisition is the seventh made by Creston to date and is in line with its strategy of building a diversified international marketing services group through a combination of organic growth and selective acquisitions. Information on Red Door Communications Red Door Communications is an independent consultancy that was established by Catherine Warne and Julia Harries in 2000 and is based in Mortlake, London. The agency currently employs 32 personnel. Red Door Communications provides a broad range of public relations, medical education programmes, marketing communications and consultancy to its clients in the pharmaceutical industry. Current clients include: AstraZeneca United Kingdom, Bayer, GlaxoSmithKline, Novartis, The British Coffee Association, Roche Diagnostics and Schering Healthcare. Red Door Communications is a founder member of the Healthcare Communications Agency and was seventh in the 2005 PR Week's healthcare consultancy league table. It was also named as the fastest growing healthcare consultancy in 2004 and has received a number of other industry awards including Communique Consultancy of the Year in 2004 and SABRE European Healthcare Consultancy of the Year 2004/2005. Red Door Communications has demonstrated consistent year on year growth since its formation in 2000 and for the year ended 31 December 2004, Red Door Communications had revenues of £3.6 million and profit before taxation was £0.96 million. At 31 December 2004 the gross assets of Red Door Communications were £1.76 million. Under the terms of the acquisition agreement, Red Door Communications will have minimum net assets on completion of £0.9 million, which will include a minimum of £0.7 million of cash. The maximum consideration payable is up to £13.5 million to be satisfied by: - an initial consideration of £6.5 million, to be satisfied by a payment of £4.1 million in cash and the issue of 1,595,724 new ordinary shares; - up to a further £0.3 million dependent on the net assets of Red Door Communications at completion; and - a deferred consideration of up to £6.7 million dependent on the financial performance of Red Door Communications in the period to 31 March 2009, which includes an interim deferred consideration of up to a maximum of £3.0 million payable dependent on the financial performance of Red Door Communications in the period to 31 March 2008. The maximum deferred consideration will become payable if Red Door Communications's average growth in profit before interest and taxation in the period to 31 March 2009 increases by more than 30 per cent. per annum. The initial cash consideration will be financed from Creston's existing cash resources and banking facilities. Application will be made to the UK Listing Authority for 1,595,724 new ordinary shares of 10 pence each in the capital of Creston to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities. It is expected that admission will take place and dealings will commence in such new ordinary shares on 14 July 2005. Don Elgie, Chief Executive of Creston Plc said: "I am delighted to be able to announce today that Red Door Communications will be joining Creston Plc. In a tightly competitive field, Red Door Communications is one of the most successful healthcare PR agencies, with an exceptional track record of both client and staff retention and a high percentage of organic growth. We are confident that the addition of Red Door Communications to the Group will enable even greater synergies and opportunities for growth between Group agencies, and look forward to working closely with Catherine and her staff to make that happen." Catherine Warne, Managing Director of Red Door Communications commented: "In Don Elgie and Creston Plc we have found a partner who shares our ethos and passion for our work. We are confident that joining Creston will help us achieve our full potential as a leading specialist healthcare PR agency and further our organic growth both in the UK and internationally, whilst allowing us to retain the unique elements that have made Red Door Communications one of the fastest growing and most successful agencies in our field." For further information: Creston Plc 020 7930 9757 Don Elgie Red Door Communications Limited 020 8392 8055 Catherine Warne Redleaf Communications Limited 20 7955 1410 Wendy Timmons Miranda Good Further information required under Listing Rule 10.4.1 (j) Catherine Warne, Managing Director - Red Door Communications Limited Catherine Warne founded Red Door Communications Limited in 2000 with Julia Harries. She has over 16 years experience in healthcare communications in ethical and OTC medicine, patient advocacy and issues management. Prior to founding Red Door Communications Limited, she was Managing Director of GCI Healthcare in 1995. She has also held positions with Edelman Worldwide, Lowe Fusion and Shire Health Communications. Julia Harries, Director - Red Door Communications Limited Julia Harries founded Red Door Communications Limited in 2000 with Catherine Warne. Prior to founding Red Door Communications Limited she was an Associate Director at GCI Healthcare from 1995. She has also worked at Edelman Medical Communications . Publication quality photographs are available through Redleaf on the numbers shown above. Notes to Editors: • Further information on Red Door Communications is available at www.rdcomms.com About Creston Plc Creston is fully listed on the London Stock Exchange under CRE.LN. Additional information is available on www.creston.com. Creston's audited results for the year to 31 March 2005 were released on 22 June 2005, showing a 68% rise in PBT to £3.5million (2004: £2.1million) and a 25% rise in diluted EPS to 10.56 (2004: 8.47). Creston's strategy is to build a diversified international marketing services group through a combination of organic growth and selective acquisitions. The Board's aim is to identify synergistic benefits between currently independent marketing services companies offering premium services such as market research, direct marketing, advertising, PR and other areas of marketing communications. Since January 2001, when the Company was repositioned as a marketing services group, Creston has made six significant acquisitions, which have demonstrated growth despite challenging market conditions: January 2001 Acquisition of Marketing Sciences Limited, an international quantitative and qualitative market research company, based in Winchester November 2001 Acquisition of The Real Adventure Marketing Communications Limited, a national direct marketing and CRM company, based in Bath December 2002 Acquisition of EMO Group Limited, a national channel marketing communications company, based in Swindon and Bristol October 2003 Acquisition of Nelson Bostock Communications Limited, a London based public relations agency September 2004 Acquisition of CML Research Limited, a London based qualitative market research business March 2005 Acquisition of DLKW Group, a London based advertising and communications group Together these companies boast a range of blue-chip clients including Lloyds Black Horse, Unilever, Kimberly-Clark, Tesco, Toshiba, Canon, BMW (UK), MINI, Pfizer, Cow & Gate, Bacardi-Martini, Nestle Rowntree, NEC, NTL, George Wimpey, Scottish Courage, Tropicana, Vodafone, HBOS, COI, General Motors, E-Bay, W H Smith, Burger King and Financial Times. This information is provided by RNS The company news service from the London Stock Exchange
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