Acquisition

Kingspan Group PLC 26 June 2006 Kingspan Group plc Acquisition and Trading Update 26th June 2006 Kingspan Group plc ('Kingspan') announces acquisition of the Xtratherm Group ('Xtratherm') Following the previous announcement of 9th May, Kingspan, a leading manufacturer of an integrated range of products for the construction industry, is pleased to announce it has entered into an agreement to acquire 100% of Leanort Ltd, a holding company for the Hytherm and Xtratherm businesses, from the Hynes family and others. The agreement is subject to certain conditions including Competition Authority approval. Xtratherm is a leading polyisocyanurate ('PIR') rigid board insulation manufacturer in the UK and Irish markets, operating from Chesterfield in Britain and Navan, Co Meath in Ireland. The business also produces polystyrene ('PS') board insulation products in Ireland. The acquisition gives Kingspan access to production capacity in the United Kingdom at a time when demand for insulation products is expected to increase due to economic and regulatory pressures. Total potential consideration is €87m, being €67m for the acquisition of shares plus up to €20m of debt to be assumed at completion. Payments will be structured as follows: Initial consideration payable in cash for the shares at completion of €46.7m. Xtratherm is expected to have debt at completion of no more than €20m, giving total consideration at completion of up to €66.7m. A further amount of €20.3m will be payable based on the exercise of put and call options over the shares of one of the subsidiary companies at a date no earlier than 1 April 2007. In addition, Kingspan will enter into an option agreement to purchase a UK property used by Xtratherm for €11m, exercisable from the grant date until September 2009. Xtratherm had consolidated revenue of €68m, gross assets of €46m, profit before taxation of €6m, and EBITDA of €7.8m based on audited financial statements for the year ended 31 December 2005. EBIT for the business was €6.4m. Net assets are expected to be in excess of €17m at completion. Most of the current senior Xtratherm management team will be staying in the business following completion. The acquisition, which will be funded in full from existing Kingspan resources, will result in up to €20m of future capital expenditure savings, and is expected to be earnings enhancing from 2007. Gene Murtagh, Kingspan CEO, comments 'The acquisition of Xtratherm represents an excellent opportunity for Kingspan to bolster its presence in the UK and Irish insulation markets during a dynamic time for the insulation industry. The increased output and spare capacity which Xtratherm brings to Kingspan represents an excellent opportunity to generate operational and capital expenditure savings and to harness the next wave of demand, driven by the regulatory and energy saving requirements of the market. The acquisition, when combined with Kingspan's current product portfolio, will further enhance Kingspan's position as the leading European high performance insulation manufacturer.' Finally the Board of Kingspan is pleased to report that trading throughout the Group continues in line with the levels indicated in the Chairman's AGM Statement made on the 25th May and the analyst briefing held the same day. The next trading update will be provided with the interim results due for release on the 5th September 2006. An analyst briefing / shareholder conference call is scheduled to take place at 11.00am this morning. Please contact Celeste O'Brien of Goodbody Stockbrokers at + 353 1 641 9292 or celeste.o'brien@goodbody.ie to access the conference call details before 10.45am. For further information contact: Murray Consultants +353 1 4980300 James Dunny Buchanan Communications +44 (0) 20 7466 5000 Tim Thompson/Jeremy Garcia This information is provided by RNS The company news service from the London Stock Exchange
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