Placing and Acquisition

Mavinwood PLC 23 June 2006 Mavinwood plc ('Mavinwood' or the 'Company') Proposed fundraising and conditional acquisition of Independent Inspections Holdings Limited Mavinwood plc (AIM: MVW), the support services company, announces that it is proposing to raise £12 million through the placing (the 'Placing') of 100,000,000 new ordinary shares at 12 pence per share. These shares have been conditionally placed with Geraldton Services Inc. subject to a proposed sub-placing of 40,701,497 of those shares by Seymour Pierce Limited on behalf of the Company with institutional and other investors. The Placing is subject to shareholder approval at an EGM, which has been convened for Monday 17 July 2006. The majority of the net proceeds of the Placing will be used to satisfy the initial consideration of £10 million for the acquisition of Independent Inspections Holdings Limited ('Independent Inspections'). The Company has conditionally agreed to purchase the entire issued share capital of Independent Inspections for an initial consideration of £10 million and a contingent consideration up to a maximum of £4 million dependent on the performance of the Independent Inspections group (the 'Independent Group'). Following Completion, the existing management of the Independent Group will continue to run the business. The Independent Group is a UK based carpet and upholstery service business founded in 1989, which provides a complete and seamless validation/restoration and replacement service to the insurance industry. Its principal activity is the provision of an independent inspection and validation service of an insurance policyholder's claim in respect of damaged carpets, laminates and other flooring. It also provides a similar service to carpet manufacturers for claims made by householders in respect of their newly fitted carpets. The Independent Group's insurance customers include the RBS Insurance group of companies, AXA, Norwich Union and Zurich. The Directors of Mavinwood estimate that Independent's share of the carpet insurance claims market is in excess of 25 per cent. In the year ended 31 December 2005, Independent Inspections made a profit before tax of £366,000 on turnover of £6,486,000. At 31 December 2005, Independent Inspections has net assets of £1,971,000. The Directors of Mavinwood consider that the earnings before interest, tax and amortisation, normalised for non-recurring costs, of the Independent Group for the year ended 31 December 2005 were £927,000. Kevin Mahoney, Chief Executive of Mavinwood, commented: 'The acquisition of Independent Inspections continues our buy and build strategy focusing on the emergency insurance services and document storage sectors. It expands the services we already provide to the insurance industry through ANSA, the specialist drainage insurance claims handling business, and makes us a major provider of insurance claims management.' The initial consideration will be satisfied as to £9 million in cash and as to £1 million by the issue of 7,843,137 ordinary shares in the capital of the Company (the 'Consideration Shares'). The contingent consideration is payable in cash in two tranches: £6.67 of additional consideration will be payable in cash in respect of each £1 of EBIT in excess of £1,400,000 up to a maximum of £1,700,000 achieved by the Independent Group during the year ending 31 December 2007; and £6.67 of additional consideration will be payable in cash in respect of each £1 of EBIT in excess of £1,700,000 up to a maximum of £2,000,000 achieved by the Independent Group during the year ending 31 December 2008. Each tranche of contingent consideration is subject to a maximum payment of £2 million. Mavinwood Directors, Mike Vincent and John Minton, intend to subscribe for 60,000 and 40,000 new ordinary shares respectively in the Placing. As well as providing funds for the initial cash consideration for the Independent Inspections acquisition, the Company is also proposing to use the net proceeds of the Placing to repay debt, pursue further acquisition opportunities to add complementary businesses to the Group and provide working capital for the enlarged Group. The Directors of Mavinwood believe that the acquisition represents a good opportunity to broaden the activities and further improve the performance of the Mavinwood Group in line with the Board's stated strategy of building a group of market-leading UK support services businesses. The Directors of Mavinwood, having consulted with the Company's nominated adviser, Seymour Pierce Limited, consider the terms of the agreement with Geraldton relating to the Placing to be fair and reasonable insofar as the shareholders of the Company are concerned. Enquiries: Mavinwood plc Kevin Mahoney 020 7661 9650 Mike Vincent 020 7661 9651 Threadneedle Communications John Coles 020 7936 9604 Background on Mavinwood Mavinwood was admitted to trading on AIM on 5 November 2004 as a company established for the purpose of acquiring, or making investments in, companies or businesses involved in the support services sector, and which are considered by the Directors to have the potential to create substantial shareholder value. Mavinwood completed its first acquisition, of Restore Group, a document storage and record management company on 11 May 2005 and subsequently acquired ANSA, a specialist insurance claims handling business with particular expertise in drainage claims, on 30 June 2005. On 10 February 2006, Mavinwood acquired Wansdyke, which is also a document storage business. This information is provided by RNS The company news service from the London Stock Exchange

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