Acquisition

Eleco PLC 19 December 2002 19 December 2002 Eleco plc ('Eleco') Proposed Acquisition of Consultec Group AB ('Consultec') The Board of Eleco announces that, further to its announcement of 12 July 2002, the necessary due diligence process in connection with the Company's option to acquire the Swedish software group, Consultec, has been completed on a basis satisfactory to Eleco. Accordingly, Eleco has now entered into a formal sale and purchase agreement for the acquisition of Consultec, subject, inter alia, to the approval of Eleco Shareholders in General Meeting and to listing being granted by the United Kingdom Listing Authority for the Eleco Ordinary Shares to be issued to the vendors of Consultec as part of the purchase consideration. The total consideration to be paid by Eleco for the proposed acquisition is approximately £3,778,000 which is now made up of SEK33,748,000 (approximately £2,380,000) payable in cash, which will substantially be financed from existing medium term bank facilities, and approximately £1,398,000 in Eleco Ordinary Shares, based on the issue to the vendors of 5,705,660 Eleco Ordinary Shares at the closing middle market price on 18 December 2002 of 24.5p each. The Eleco Ordinary Shares to be issued will rank pari passu in all respects with the existing issued Eleco Ordinary Shares except that they will not entitle the holders thereof to receive any interim dividend that may be declared by the Directors of Eleco in respect of the year ending 30 June 2003. The Vendors have agreed to retain the Consideration Shares for a minimum of two years. Consultec, headquartered in Skelleftea, Sweden, is a leading developer and supplier of design, estimating, on-site management and timber engineering software for the Scandinavian construction market. It supplies construction software and related services to more than 1,000 customers in the Swedish construction industry. In the year ended 31 December 2001, the date of its last audited accounts, Consultec showed profits before tax under Swedish GAAP of SEK 2,801,000 (approximately £188,000) on turnover of SEK 49.1 million (approximately £3.3 million). Net assets at 31 December 2001 amounted to SEK 13,557,000, (approximately £888,000). It is proposed that Mats Lovgren, President of Consultec, will join the Board of Eleco in due course as Chief Executive of Eleco's software interests. Mr. Lovgren will be employed under a contract requiring 12 months' notice from the Company. Listing Particulars will be sent to shareholders of Eleco as soon as practicable containing details of the proposed acquisition of Consultec together with a Notice convening an Extraordinary General Meeting of Eleco to approve the proposed acquisition. Mats Lovgren, President of Consultec, commented: 'My colleagues and I have greatly admired the progress made by Eleco in establishing itself as a buildings systems and software group in recent years. We therefore look forward very much to joining the Eleco group at a time when the construction industry worldwide is becoming increasingly aware of the efficiencies and benefits that can be derived from the application to building systems and projects of well designed and co-ordinated construction software and internet solutions.' John Ketteley, Executive Chairman of Eleco said: ' Consultec, which Eleco has worked with since 1997, is a major force for innovation in construction software in Sweden where it has an enviable track record in the development and marketing of its comprehensive construction software range. I am confident that time will show that Consultec, as a member of the Eleco group, will make a major impact in the UK and other international markets, as it has in its own home market. I am pleased to say that Eleco has continued to make progress despite the difficult economic conditions generally and trading results for the first five months of the current financial year are ahead of those for the corresponding period last year.' Enquiries to: John Ketteley, Executive Chairman Tel: 01920 443 830 Eleco plc David Dannhauser, Finance Director Tel : 01920 443 830 Eleco plc Julian Cazalet/Robert Constant Tel: 020 7588 2828 Cazenove Tarquin Edwards/Simon Rothschild Tel: 020 7929 5599 Holborn Cazenove is acting as broker and sponsor to Eleco in connection with the transaction. Cazenove is regulated by the Financial Services Authority and is a member of the London Stock Exchange This information is provided by RNS The company news service from the London Stock Exchange
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