Acquisition

Dewhurst PLC 22 December 2005 Dewhurst plc Proposed acquisition of Traffic Management Products Limited INTRODUCTION Your Board is pleased to announce that the Company has conditionally agreed to acquire the entire issued share capital of Traffic Management Products Limited (TMP Limited) for a maximum consideration of £6.462 million. TMP Limited is a provider of products to the highways and parking traffic industries. The Acquisition is classified as a class 1 transaction pursuant to the Listing Rules and is therefore conditional upon Shareholder approval. A circular containing details of the acquisitions and notice of Extraordinary General Meeting will be posted to Shareholders in due course. THE ACQUISITION The Company has entered into a conditional share purchase agreement with the shareholders of TMP Limited to acquire the entire issued share capital of TMP Limited for a maximum consideration of £6.462 million to be satisfied in cash. £4.212 million is payable on completion and the remaining deferred consideration is payable as follows: - An amount equal to two times any excess of adjusted EBITDA of TMP Limited over £385,000 (subject to maximum amount of £250,000) payable in cash within ten working days following agreement or determination of the adjusted EBITDA for the period 1 January 2005 to 31 December 2005 PLUS - An amount equal to two and one half times the excess of adjusted EBITDA of TMP Limited above £758,000 during the period 1 January 2006 to 31 December 2006 (subject to a maximum amount of £2 million) payable in cash within ten working days following agreement or determination of such adjusted EBITDA TMP Limited had gross assets of £834,000 and net assets of £428,000 as at 31 December 2004 and reported profits before taxation of £409,000 in the year to 31 December 2004. The current managing director of TMP Limited, Chris Nicklin will remain following completion of the Acquisition. Chris has been with TMP Limited for six years and has been instrumental in growing the business to its present size. He has helped identify new product opportunities, which have developed the business from its original niche in the parking sector into the wider highways industry. The Group has considerable experience selling to public sector markets in the UK. Dewhurst's vandal resistant pushbuttons are widely specified by local authorities as are LiftStore's control and monitoring systems. The Acquisition allows the Company to expand into a parallel market with local authority traffic departments. As a key supplier of highways safety and parking products used by the DVLA and various local authorities, TMP Limited provides a profitable addition to our company. INFORMATION ON TMP LIMITED Traffic Management Products Limited is a company that produces and supplies traffic and parking management products (signs, speed bumps, wheel clamps, etc.) and passive highways safety products (flexible and reflective signs, barriers, posts etc.). TMP Limited sub-contracts the manufacturing of the products whilst maintaining final assembly and testing in-house, thereby maintaining quality control over its products. TMP Limited's products can be broadly categorised into two sections: Parking products include: - Parking/Traffic Control - car park signage, barriers, cones, posts, bollards and traffic separators - Enforcement & Security - clamps, motorbike security, padlocks, cycle stands and CCTV - Customer Services - 'GoJak' (skates allowing the removal of obstructing vehicles) and Power Start (a professional system to start vehicles that have a flat battery) - Parking Extras - speed bumps, grit bins, convex mirrors, curb and corner buffers and pay-on-foot machines; - Signs & Displays - variable message and warning signs; And highways products include: - Passive Safety Signage - these are IRS (Impact Recovery Systems, Inc.) spring-based systems (a patented spring-loaded base system that restores the sign to its original position after impacts of up to 45 mph); they include TMP Flecta (a non-illuminated highly reflective bollard, which replaces the traditional lit bollards), TMP Flexichev (replaces chevrons in particularly vulnerable places), and TMP Hazard Markers (replacement for verge posts designed to handle multiple impacts); - Passive Safety Columns - lighting columns and traffic posts approved to BS EN12767 at the highest energy absorption level; and - Other products include road barriers, cycle lane markers, tactile paving and a range of bollards. TMP Limited's customer base includes local authorities, contractors for the Highways Agency, Vinci Park UK and NCP -------------------------------------------------------------------------------- Further Information Dewhurst plc 020 8607 7300 Richard Dewhurst / Jared Sinclair Seymour Pierce Limited 020 7107 8000 Sarah Wharry / John Depasquale This information is provided by RNS The company news service from the London Stock Exchange
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