Acquisition

Vislink PLC 14 January 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 14 January 2005 Vislink plc Proposed Acquisition of Link Research Limited Proposed Placing and Open Offer of 20,414,569 New Ordinary Shares at 22.75 pence per share on the basis of 1 Open Offer Share for every 5 Existing Ordinary Shares to raise £4.6 million before expenses Vislink plc ('Vislink' or 'the Company'), one of the leading suppliers of microwave radio and satellite transmission products for the broadcast and security markets and of CCTV systems for the marine security market, today announces that it is proposing to acquire Link Research Limited ('Link'), a leading provider of digital wireless camera systems for broadcast and broadcast sports markets, for a maximum potential consideration of £10.75 million. Vislink also announces today that is raising £4.6 million (before expenses) by way of a Placing and Open Offer, underwritten by Investec, which is acting as financial adviser and broker to the transaction. The Acquisition of Link and the Placing and Open Offer are both subject to shareholder approval. Highlights • Vislink will acquire the intellectual property rights for the application of the technologies that are used extensively throughout Vislink's new generation microwave radio links and satellite communications products • Vislink Group will therefore retain the royalties it currently pays on its product purchases from Link, on which Link enjoys a high margin • The Acquisition enhances Vislink's broadcast product portfolio through Link's current standard definition and planned high definition wireless camera systems • The combination of Vislink's and Link's development programmes is expected to generate new market opportunities in the broadcast and non-broadcast markets • Mr Len Mann continues as Link's Managing Director and will expand his role, becoming chief technical officer of the Vislink broadcast businesses • Vislink will pay a maximum potential consideration of £10.75 million comprising initial consideration of £5.0 million, payable on completion as to £3.0 million in New Ordinary Shares and £2.0 million in cash and Loan Notes, and further performance related deferred consideration of up to £5.75 million payable in Loan Notes and shares. • The Company is raising £4.6 million (before expenses) through an underwritten Placing and Open Offer to fund the initial consideration payable under the Acquisition, the costs of the Acquisition and the Placing and Open Offer, and to provide additional funds for the on-going product development programme and working capital of the Enlarged Group. - Open Offer of 20,414,569 Open Offer Shares at an Issue Price of 22.75 pence per share on the basis of 1 Open Offer Share for every 5 Existing Ordinary Shares - Gross proceeds of £4.6 million (£3.9 million after the expenses of the Acquisition and the Placing and Open Offer) - 7.1 per cent. discount to the closing mid price of 24.5 pence on 13 January 2005 Ian Scott-Gall, Chief Executive, commented: 'The Acquisition of Link will yield benefits to Vislink of improved margins due to the retention of royalties previously paid on OEM products supplied to Vislink, the growing demand for Link's wireless camera systems and also the strong trading performance of Link since the end of its last financial year. In addition the integration of Link's wireless camera systems within Vislink's product offering and the development and introduction of high definition wireless camera systems are expected to provide Link with opportunities for further growth' This summary should be read in conjunction with the full text of the announcement included below. For further information, please contact Vislink plc Ian Scott-Gall, Chief Executive 01488 685500 James Trumper, Finance Director 01488 685500 Investec Investment Banking Patrick Robb / Michael Ansell 020 7597 5970 The making of the Open Offer to persons not resident in the United Kingdom or Ireland or who are citizens of countries other than the United Kingdom or Ireland may be affected by the laws or regulatory requirements of such relevant jurisdiction. This announcement does not constitute an invitation or offer to persons in territories other than the United Kingdom or Ireland unless in the relevant territory such an invitation or offer could lawfully be made to such persons without compliance with any registration or other legal or regulatory requirements other than any which may have been fulfilled. Investec Investment Banking, a division of Investec Bank (UK) Limited, which is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange, is acting exclusively for Vislink in connection with the Proposals and is not acting for any person other than Vislink and will not be responsible to any person other than Vislink for providing the protections afforded to its customers or for providing advice on the transactions and arrangements proposed in this announcement. Davy, which is regulated in Ireland by the Irish Financial Services Regulatory Authority is acting exclusively for Vislink in connection with the Proposals and is not acting for any person other than Vislink and will not be responsible to any person other than Vislink for providing the protections afforded to its customers or for providing advice on the transactions and arrangements proposed in this announcement. Introduction The Board is pleased to announce that it has entered into a conditional agreement to acquire Link Research Limited for maximum potential consideration of £10.75 million, comprising an initial consideration of £5.0 million, to be satisfied on Completion by the payment of £2.0 million in cash and Loan Notes and the issue of £3.0 million in New Ordinary Shares, and further deferred consideration of up to £5.75 million payable in Loan Notes and shares. The Board also announces that the Company proposes to raise approximately £4.6 million gross by way of a Placing and Open Offer of 20,414,569 Open Offer Shares at 22.75 pence per share, which has been fully underwritten by Investec Bank (UK) Limited ('Investec'). The proceeds of the Placing and Open Offer of approximately £4.6 million will be used principally to finance the initial cash consideration payable under the Acquisition Agreement, the costs of the Acquisition and the Placing and Open Offer, and to provide additional funds for the on-going product development programme and working capital of the Enlarged Group. Prospectus and Extraordinary General Meeting Both the Acquisition of Link and the Placing and Open Offer are subject to shareholder approval. A circular, which comprises a prospectus ('Prospectus), setting out further details of on Link, the Acquisition and the Placing and Open Offer and including a notice convening an Extraordinary General Meeting is expected to be dispatched to shareholders later today. The EGM will take place at 11.00 a.m on 9 February 2004 at Vislink plc, Marlborough House, Charnham Lane, Hungerford, Berks, RG17 0EY. Information on Link Link is a private company which designs, assembles and markets both its own wireless camera systems and provides OEM products for Vislink and other companies to integrate into their own systems for the broadcast market. Since 2001 Link has experienced significant growth and in 2003 it acquired the rights to the application of the intellectual property rights for the compression and modulation technology which is used in its own products and the digital microwave radio and satellite products manufactured by Vislink, in particular. In the year ended 31 March 2004, sales to the Vislink Group accounted for approximately 21 per cent of Link's sales. Features of Link's wireless camera system products include: lightweight transmitters; a low signal delay compared with competing products which allows live interviews without sound/vision delay problems; good compatibility with wired cameras; the option of reverse video feedback to the camera operator; and wireless camera controls. Link has just released a lower cost wireless camera system for less demanding broadcast applications. In addition, Link offers a diversity receiver package. Diversity is a system whereby multiple signals can be received by two or more separate antennas with the system automatically and dynamically choosing the strongest signal thereby providing an almost continuous radio signal whilst the camera or transmitter is being moved to follow the action being filmed. Link markets its products to television broadcasters through its distribution network and has now developed market presence in Europe, Australasia, Africa and the USA. The table below summarises the financial results of Link and its subsidiaries for the year ended 31 March 2004. 31 March 2004 £'000 Turnover 4,767 Operating profit 645 Pre tax profits 593 Net assets 997 The operating profit for the year ended 31 March 2004 is stated after the amortisation of goodwill amounting to £184,588 and, also, the total remuneration of the three directors of Link, including salaries, bonuses, benefits in kind and pension contributions in the year ended 31 March 2004 of £565,610. Further financial information on Link will be set out in the Prospectus. Under the proposed service contracts which will apply to these individuals following the Acquisition, the maximum total annual remuneration of these individuals will be £355,860. Reasons for the Acquisition Through the Acquisition, Vislink will acquire intellectual property rights for the application of the technologies that are used extensively through its new generation microwave radio links and satellite communications products. Following the Acquisition, the royalties currently paid to Link with each purchase by their broadcast businesses of OEM products from Link will be retained within the Enlarged Group. Link enjoys a high margin on these sales because the OEM purchase price includes a substantial royalty in addition to normal production costs. The Acquisition would allow Vislink to standardise on Link's current standard definition and planned High Definition (HD) wireless camera systems within its product range. This would bring a high profile application into its broadcast products portfolio. Vislink will also benefit from the inclusion of Link's development programme within its own overall development programmes. The Directors believe that significant market opportunities could arise from the combination of the radio frequency capability of MRC, the satellite uplink expertise of Vislink Communications together with Link's compression and modulation and High Definition television skills, thereby increasing both the broadcast and non-broadcast market opportunities for the Enlarged Group. To strengthen the development programmes it is anticipated that Link's managing director, Leonard Mann, will both retain his role as Link's managing director and take on the role of chief technology officer of the Vislink Group's broadcast businesses. Terms of the Acquisition The Company has conditionally agreed to acquire from the Vendors the whole of the issued share capital of Link for an initial consideration of £5.0 million, to be satisfied on Completion by the payment of £2.0 million in cash and Loan Notes and by the issue of 13,186,813 Initial Consideration Shares (the Initial Consideration Shares being valued at £3.0 million on the basis of the average of the closing middle market quotation of an Ordinary Share over the five business days up to and including 12 January 2005 of 22.75p). The maximum aggregate consideration payable to the Vendors pursuant to the Acquisition Agreement is £10.75 million. The Initial Consideration Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends hereafter declared, made or paid, save for any dividend declared in respect of the financial year ended 31 December 2004 and expected to be payable in July 2005. The Vendors shall be entitled to additional deferred consideration calculated as a sum equal to 70 per cent. of (i) sales of products by Link or its subsidiary to the Vislink Group to include in its products or systems for sale to third parties (but excluding the sale of wireless camera systems by Link to any member of the Vislink Group) and (ii) the product price of any products manufactured by the Group which are subject to a royalty payment to Link, achieved in the relevant period up to a maximum amount of: • £1,500,000 in respect of the period from the day following Completion to 31 December 2005; • £1,750,000 in respect of the period from 1 January 2006 to 31 December 2006 (both dates inclusive); and • £2,500,000 in respect of the period from 1 January 2007 to 31 December 2007 (both dates inclusive). The deferred consideration is payable in either (i) in Loan Notes, or (ii) at Vislink's option, up to the lower of half of such deferred consideration or £2.0 million in New Ordinary Shares and the remainder in Loan Notes. The number of Further Consideration Shares to be issued (if any) shall be calculated on the basis of a price per share equal to the average of the closing middle market quotations of an Ordinary Share on each of the last five dealing days immediately preceding the date of allotment derived from the London Stock Exchange Daily Official List. The Acquisition Agreement is conditional, inter alia, upon shareholder approval and admission of the Open Offer Shares and the Initial Consideration Shares to the Official Lists and to the London Stock Exchange and the Irish Stock Exchange for the admission to trading of the Open Offer Shares to their respective markets for listed securities ('Admission') becoming effective by not later than 11 February 2005 (or such later date, not later than 25 February 2005, as the Company and Investec may agree). Details of the Placing and Open Offer The Company proposes to issue 20,414,569 Open Offer Shares by way of a Placing and Open Offer to raise £4.6 million before expenses. Investec has agreed conditionally to place 19,496,569 Open Offer Shares with institutional investors. These Open Offer Shares have been conditionally placed subject to recall to satisfy valid applications by Qualifying Shareholders under the Open Offer. In addition, Investec has received irrevocable undertakings from Directors of the Company to subscribe for 918,000 Open Offer Shares under the Open Offer. Further details of these undertakings are set out below. The Placing and Open Offer has been underwritten in full by Investec. In order to provide Qualifying Shareholders with the opportunity to acquire Open Offer Shares at the Issue Price, the Directors have arranged for Investec to invite applications from Qualifying Shareholders for Open Offer Shares at the Issue Price. Qualifying Shareholders have a guaranteed minimum entitlement on the following basis: 1 Open Offer Share for every 5 Existing Ordinary Shares registered in their name at the close of business on the Record Date and so on in proportion for any greater number of Existing Ordinary Shares so requested. Entitlements to apply for Offer Shares will be rounded down to the nearest whole number. Fractions of Open Offer Shares will be disregarded in the calculation of the Qualifying Shareholder's pro rata entitlement. An excess application facility has been put in place. Qualifying Shareholders are able to apply for any whole number of Open Offer Shares in excess of, equal to or less than their pro rata entitlement. Excess applications will only be satisfied to the extent that corresponding applications by other Qualifying Shareholders are not made or are made for less than their pro rata entitlements. The basic entitlement of a Qualifying Shareholder is indicated on the Application Form. Application Forms are personal to Shareholders and may not be transferred except to satisfy bone fide market claims. The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions hereafter declared. The Placing and Open Offer are conditional, inter alia, on shareholder approval and on Admission becoming effective by not later than 8.00 a.m. on 11 February 2005 (or such later date, not later than 8.00 a.m. on 25 February 2005, as the Company and Investec may agree). New Ordinary Shares Application has been made to the UK Listing Authority and to the Irish Stock Exchange for the New Ordinary Shares to be admitted respectively to the Official Lists and to the London Stock Exchange and the Irish Stock Exchange for the admission to trading of the Open Offer Shares to their respective markets for listed securities. Subject to the Open Offer becoming unconditional in all respects, it is expected that Admission will become effective and that dealings in the Open Offer Shares, fully paid, will commence on 11 February 2005. Intentions of Directors ALR Morton, IH Scott-Gall, JR Trumper and THS Trotter have each undertaken to take up their entitlements under the Open Offer, amounting to a total of 898,000 Open Offer Shares, in full. A Finizio has undertaken to apply for Open Offer Shares representing his entitlement under the Open Offer 10,000 Open Offer Shares plus an additional 10,000 Open Offer Shares under the excess application facility. Use of proceeds The proceeds of the Placing and Open Offer will be used to finance the £2.0 million initial cash consideration payable under the Acquisition Agreement, the costs of £0.75 million relating to the Placing and Open Offer and the Acquisition, and £1.9 million to provide additional funds for the on-going product development programme and working capital of the Enlarged Group. Current trading and prospects Vislink The Board considers the interim announcement for the six months ended 30 June 2004, released on 1 September 2004 reflects their current view of MRC and Hernis, that is they will both perform to their expected levels in the full year, and the trading update announced on the 4 November 2004 continues to reflect the position of the UK business. Link Link is experiencing growing demand for its products across its geographic markets and has traded strongly since the end of its last financial year. In particular, demand has been strong for wireless camera systems in the US and for integrated wireless camera systems in Australia. New products including the introduction of HD wireless camera systems into the market are expected to provide Link with opportunities for further growth. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Record Date for the Open Offer 12 January 2005 Latest time and date for splitting Application forms (to satisfy bona fide 3.00 p.m. on 4 February 2005 market claims only) Latest time and date for receipt of completed Application Forms and payment in 3.00 p.m. on 8 February 2005 full under the Open Offer Latest time and date for receipt of Forms of Proxy for use at the 11 a.m. on 7 February 2005 Extraordinary General Meeting Extraordinary General Meeting 11 a.m. on 9 February 2005 Admission and dealings commence on AIM 8.00 a.m. on 11 February 2005 Delivery in CREST of New Ordinary Shares to be held in uncertificated form 8.00 a.m. on 11 February 2005 Definitive share certificates in respect of the New Ordinary Shares despatched 15 February 2005 not later than DEFINITIONS 'Acquisition' the proposed acquisition of Link 'Acquisition Agreement' the conditional agreement dated 14 January 2005, made between the Vendors and the Company providing for the Acquisition 'Application Form' the white application form for use by Qualifying non-CREST Shareholders in connection with the Open Offer 'Completion' completion of the Acquisition 'Consideration Shares' the Initial Consideration Shares and the Further Consideration Shares 'CREST' the system for the paperless settlement of trades and the holding of uncertificated securities operated electronically by CRESTCo in accordance with the Regulations 'CRESTCo' CRESTCo Limited 'Davy' J&E Davy, trading as Davy 'Directors' or 'Board' means the directors of Vislink 'Disclosure Date' close of business on 13 January 2005, the last dealing day and latest practicable date prior to the publication of this announcement 'EGM' or 'Extraordinary the extraordinary general meeting of Vislink General Meeting' convened for 11.00 a.m. on 9 February 2005 'Enlarged Group' the Group as enlarged by the acquisition of Link 'EU' the European Union 'Existing Ordinary Shares' the 102,072,848 Ordinary Shares in issue at the date of this announcement 'Form of Proxy' the form of proxy for use by Qualifying Shareholders at the EGM 'Further Consideration Shares' the new Ordinary Shares which may be issued to the Vendors as part of the additional consideration (if any) for the Acquisition pursuant to the Acquisition Agreement 'Group' or 'Vislink Group' the Company and its subsidiary undertakings as at the date of this announcement or any of them as the context requires 'HD' high definition 'Hernis' Hernis Scan Systems A/S, a company incorporated in Norway with registered number 953054086, which company operates the Group's specialist CCTV system business 'Initial Consideration Shares' the 13,186,813 New Ordinary Shares to be issued to the Vendors as part of the initial consideration for the Acquisition 'Investec' Investec Bank (UK) Limited 'Investec Investment Banking' the investment banking division of Investec 'Ireland' the Republic of Ireland and Irish shall be construed accordingly 'Irish Stock Exchange' The Irish Stock Exchange Limited 'Issue' the Placing and Open Offer 'Issue Price' 22.75p per share 'Loan Notes' the Series A Loan Notes and/or the Series B Loan Notes 'London Stock Exchange' London Stock Exchange plc 'MRC' Microwave Radio Communications, the Group's US broadcast business 'New Ordinary Shares' the Open Offer Shares and/or the Initial Consideration Shares 'OEM' original equipment manufacturer 'Open Offer' the open offer by Investec on behalf of Vislink to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price 'Open Offer Shares' the 20,414,569 new Ordinary Shares which are to be made available to Qualifying Shareholders pursuant to the Open Offer 'Ordinary Shares' or Vislink ordinary shares of 2.5p 'Shares' each in the capital of Vislink 'Placing' the underwritten conditional Placing at the Issue Price of 19,496,569 Open Offer Shares (subject to recall by Qualifying Shareholders to satisfy valid applications under the Open Offer) by Investec pursuant to the Underwriting Agreement 'Proposals' the Acquisition and the Placing and Open Offer 'Qualifying Shareholders' Shareholders on the register of members of the Company on the Record Date other than certain Overseas Shareholders 'Shareholders' holders of Existing Ordinary Shares 'UK' the United Kingdom of Great Britain and Northern Ireland 'UK Listing Authority' the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 as amended from time to time 'United States', 'USA' or 'US' the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia 'Vendors' Leonard Graham Mann, David Mann, Charles Alred Baudouin, Michael Richard Joseph Budge, Roger Vaughan Davies, Michael John Melrose, John Greville Simmons, Francis Drudy, David Remnant, Barry Smith and Julie Vincent Ends This information is provided by RNS 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