Acquisition

Northgate PLC 05 July 2005 5 July 2005 NORTHGATE PLC ACQUISITION OF RECORD RENT A CAR S.A. ('Record Rent' or the 'Company') Introduction Northgate plc ('Northgate'), the UK's leading specialist in light commercial vehicle hire announces that it has agreed to acquire the entire issued share capital of Record Rent, one of the largest van rental companies in Spain, for a maximum cash consideration of €140m (£95m), subject to Record Rent's profit after tax in the current financial year. Information on Record Rent Record Rent, founded in 1966, is one of the leading Spanish vehicle rental providers. The Company operates throughout Spain in the medium to long-term industrial vehicle rental market. It has 16 depots, a fleet of over 18,000 vehicles, and is focused on corporate clients, currently having more than 2,300 corporate customers. The Company is 55% owned by funds managed by Mercapital, a Spanish private equity house, 43% by the Martinez family and 2% by other shareholders. The Chairman of the Company is Jorge Martinez and the Managing Director is Fernando Permartin who joined the Company in 2000. Northgate intends to retain the existing management and operate the Record Rent brand separately from its existing Spanish brand: Fualsa. Northgate's enlarged Spanish operation still has considerable development potential due to the expected growth in the Spanish vehicle rental market and the increasing trend towards commercial vehicle rental rather than ownership (c.2% rental penetration compared to c.10% in the UK). For the year ended 31 December 2004, Record Rent generated sales of €81.6m (£55.3m) and profits after tax of €11m (£7.5m). These results include a profit on disposal of a property of €2.3m before tax. At 31 December 2004, Record Rent's net assets were €74.6m (£50.6m). Terms of the acquisition The acquisition will be completed in two stages. Northgate will initially acquire 49% of the issued share capital of Record Rent for a cash consideration of €54.8m (£37.2m) funded from Northgate's existing available bank facilities. This stage of the acquisition is conditional on the approval of the Spanish competition authorities and the demerger of Record Go, a subsidiary involved solely in the provision of cars to the vacation market, both of which are expected to complete in approximately four weeks' time. Northgate will acquire the remaining 51% of the issued share capital of Record Rent for a cash consideration not exceeding €85.2m (£57.8m) comprising a fixed payment of €61.2m (£41.5m) and an additional amount equal to the profit after tax of Record Rent for the year ending 31 December 2005 up to a maximum of €24m (£16.3m). This stage of the acquisition will complete following the approval of Record Rent's accounts for the year ending 31 December 2005, expected to take place in May 2006. Northgate and the vendors have entered into a shareholders' agreement providing for the operation of Record Rent in the period up to completion of the second stage of the acquisition. As part of the agreement Northgate will appoint three of its representatives to serve as Directors of Record Rent. Financial effects of the acquisition The Directors of Northgate anticipate that the acquisition will be earnings enhancing with immediate effect. Current trading Northgate's preliminary results for the year ended 30 April 2005 have been announced today. In the Chairman's statement accompanying these results, the following commentary on current trading is made: 'Since the end of the year we have experienced a weaker vehicle residual market in the UK than in the prior financial year. In Spain, meanwhile, our fleet growth rates are higher than those planned.' 'Despite the softer residual market and perceived weaknesses in the UK economy, the Board remains of the opinion that we should achieve further progress towards our planned objectives in both the UK and Spain during the forthcoming year.' Commenting on the acquisition of Record Rent, Martin Ballinger, Chairman of Northgate plc, said 'We are delighted to be announcing a further significant expansion of Northgate in the Spanish market. In its first full year under Northgate ownership, Spanish subsidiary Fualsa's result has confirmed our belief in the exceptional opportunity afforded by the vehicle rental market in Spain.' 'The acquisition of Record Rent, an equally successful business, will enable us to deliver a better and more cost-effective service to both sets of customers. We look forward to working with the respective management teams in developing a responsive, flexible enterprise throughout Spain and its territories.' - Ends - For further information, please contact: Northgate plc 01325 467558 Steve Smith, Chief Executive Gerard Murray, Finance Director Hogarth Partnership Limited 020 7357 9477 Andrew Jaques Barnaby Fry This information is provided by RNS The company news service from the London Stock Exchange

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