Acquisition

Ninth Floor (The) PLC 10 May 2001 The Ninth Floor plc ('Ninth Floor' or 'the Company') Proposed Open Offer, Acquisition of Applied Infrastructure Management Services Limited and its subsidiaries and Notice of Extraordinary General Meeting 10 May 2001 Ninth Floor, which last year sold its Silver Shield windscreens business, has announced today a major acquisition to reposition itself as a provider of Intelligent Managed Services to property and infrastructure managers. Applied Infrastructure Management Services Limited and its subsidiaries, Professional IT Management Services Limited and Applied Business Services Consulting Limited ('AIMS') have been conditionally acquired for an initial consideration of £3.6 million, to be satisfied by £1.5 million cash and the balance by the issue of 28 million new Ordinary Shares to the vendors of AIMS. Deferred consideration of up to £5 million is payable if profit before tax of AIMS for the year ended 31 May 2002 exceeds £2 million. The Company is also pleased to announce an Open Offer of new shares on the basis of 1 new share for every existing 2 shares at a price of 4 pence per share. The net proceeds will be used towards the £1.5 million initial cash consideration, the balance coming from existing cash resources. AIMS, recorded a pre-tax profit of £214,000 on turnover of £553,000 in the five months ended 31 January 2001. AIMS is a specialist consultancy advising on and delivering computer technology infrastructure and IT operational expertise principally to the telecoms and financial services sector. AIMS currently employs nine permanent principal consultants each running their own sub-contract team of technical specialists. Completed projects include the design and completion of the Cahoot contact centre, Cahoot being the Internet bank subsidiary of Abbey National plc and the management of the implementation of the technical contact centre for the USA's leading credit card issuer, Providian. Neil McClure, Chief Executive of Ninth Floor, said: 'At the time of our acquisition of leading security specialist Farsight Surveillance, in April 2000, we stated our intention of repositioning the Group as a provider of IT led services to property and infrastructure managers in major corporations. The acquisition of AIMS marks a major step forward in delivering this strategy. We believe that there will be significant synergies between Farsight and AIMS and we will also be considering other acquisitions in due course.' Subsequent to completion of the AIMS acquisition, which is conditional upon shareholders approval at an EGM to be held on 5 June 2001, Alan Wix will move to join the Group in a full time capacity. At this time Alan Wix and Neil McClure will move to become Joint Chairmen and Chief Executives of the Company. The Open Offer Ninth Floor plans to raise approximately £1 Million (before expenses) by means of an Open Offer of 24,693,809 Open Offer Shares at 4p per share. The Open Offer has been fully underwritten by Seymour Pierce Limited. Under the Open Offer, Qualifying Shareholders will be invited to apply for Open Offer Shares at the price of 4p per share, payable in full in cash on application on the basis of 1 Open Offer Share for every 2 Existing Shares regsitered in their name at the close of business on the Record Date (2 May 2001). Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares. Any resulting fractional entitlements of Qualifying Shareholders will not allocated pursuant to the Open Offer but will be aggregated and sold by Seymour Pierce Limited pursuant to the Underwriting Agreement for the benefit of the Company. Qualifying Shareholders may also apply for additional Open Offer Shares using the excess application facility. Application Forms are personal to shareholders and may not be transferred except to satisfy bona fide market claims. Application will be made to the London Stock Exchange for the new ordinary shares to be admitted and the existing shares to be re-admitted to trading on the Alternative Investment Market and dealings are expected to commence on 6 June 2001. The new ordinary shares will rank pari passu with the existing ordinary shares of the Company. Extraordinary General Meeting ('EGM') The EGM of Shareholders of the Company has been convened to be held at Nabarro Nathanson, Lacon House, Theobalds Lane, London WC1X 8RW at 12 noon on 5 June 2001. At the EGM resolutions will be proposed for the following purposes: (a) to approve the Acquisition and the waiver of the obligation of the Vendors to make a mandatory offer under the rules of the City Code; (b) to sub-divide each of the Existing Shares into 1 ordinary share of 1p each and 9 deferred shares of 1p each; (c) to sub-divide each of the existing unissued ordinary shares of 10p each into 10 ordinary shares of 1p each; (d) to confer on the Directors authority under Section 80 of the Act to allot shares up to an aggregate amount of £2,200,000; and (e) to disapply the pre-emption provisions of Section 89 of the Act up to an aggregate amount of £450,000. Copies of Admission Document Copies of the document regarding the Open Offer have been sent to shareholders and will be available to the public until 6 July 2001 from the offices of Seymour Pierce Limited, 29/30 Cornhill, London EC3V 3NF. Timetable of Principal Events Record date for the Open Offer 2 May 2001 Posting of Admission Document and Application Forms 10 May 2001 Latest time and date of splitting of Application Forms to satisfy bona fide market claims 3.00p.m. on 30 May 2001 Latest time and date for receipt of Application Forms And payment in full under the Open Offer 3.00p.m. on 1 June 2001 Latest time and date for receipt of Forms of Proxy 12 noon on 3 June 2001 Extraordinary General Meeting 12 noon on 5 June 2001 Dealings in new ordinary shares expected to commence 6 June 2001 CREST accounts credited by 6 June 2001 Despatch of definitive share certificates by 20 June 2001 For further information please contact: The Ninth Floor plc Neil McClure 020 7643 5300 Seymour Pierce Limited John Depasquale/Jeremy Porter 020 7648 8700 Fleet Financial James Bendall 020 7601 1066
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