Nicholson Barber Option Purchased

BWD SECURITIES PLC 25 October 1999 BWD SECURITIES PLC ('BWD') Agreement with Nicholson Barber BWD announces that an agreement was entered into on 22 October 1999 with the shareholders of Nicholson Barber under which BWD has acquired for £1 an option to acquire the entire issued share capital of Nicholson Barber for a total maximum consideration of £8.79 million. In the event that BWD does not exercise its call option before 29 October 1999 the shareholders of Nicholson Barber have an option, until 5 November 1999, to sell the entire issued share capital of Nicholson Barber to BWD on the same terms (the 'Option Arrangements'). In addition, BWD entered into an agreement on 22 October 1999 to provide settlement facilities to Nicholson Barber with immediate effect. Nicholson Barber is a regional stockbroking and investment management business with offices in Chesterfield, Derby, Doncaster and Sheffield and with an established reputation for supplying quality independent financial advice to both private and corporate clients. As at 30 September 1999, the Nicholson Barber business had advisory funds of approximately £700 million. The net assets of the Nicholson Barber business subject to the Option Arrangements are estimated to be £0.2 million. In the 11 months ended 1 April 1999, the Nicholson Barber business generated audited partnership profits of £0.90 million on turnover of £3.08 million. The result of the completion of this transaction will be that BWD will acquire the business of Nicholson Barber and strengthen its position as a leading UK regional stockbroking and investment management group. The offices of BWD and Nicholson Barber in Sheffield will then be combined on a new site to improve efficiency. The consideration payable by BWD for the entire issued share capital of Nicholson Barber under the Option Arrangements, if exercised, will be satisfied through an initial payment on completion of the acquisition of approximately £6.24 million, approximately £2.18 million of which will be payable in cash, approximately £1.98 million in loan notes, with the balance to be satisfied by the issue of 520,575 shares in BWD. In addition, BWD will make a further issue of loan notes, up to a maximum value of £2.55 million, based on the level of fee paying funds under management and the growth in income achieved by Nicholson Barber, including the combined Sheffield office, during the three year period following its acquisition. Mike Burns, Chief Executive of BWD said; 'Nicholson Barber is an excellent and complementary business and the Option Arrangements, if exercised, would provide us with the opportunity to integrate our two businesses and to strengthen our position in Yorkshire and Derbyshire' Enquiries Mike Dickinson Finance Director, BWD 01484 606 664 David Forbes NM Rothschild & Sons 0113 243 4347
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