Acquisition

Spice Holdings PLC 06 February 2006 6th February 2006 Spice Holdings plc ACQUISITION OF MAINTENANCE AND TECHNICAL SERVICES LIMITED IN ELECTRICITY SERVICES DIVISION Spice Holdings plc ('Spice' or the 'Group') is pleased to announce the acquisition of Maintenance and Technical Services Limited ('Maintech') for an initial consideration of £2,100,000 paid in cash at completion. Maintech, which will operate under the Freedom trading name and form part of Spice's Electricity Services Division is headquartered in Ipswich, with offices in Downham Market and Birmingham. Its main area of expertise is working on Private Networks and its activities are focused on the installation and maintenance of power networks (primarily high voltage) for commercial and industrial clients across the United Kingdom. It has maintenance agreements with almost 400 customers, the agreements typically covering a four year period and renewing automatically on expiry. As well as the planned maintenance provided for under these agreements, Maintech carries out remedial and asset replacement work on its customers' networks (such as transformer oil changes and switchgear changes) and additional work to expand or reinforce those networks. Maintech also maintains 12 wind farms across the U.K. Around 80 per cent of turnover is derived from customers with whom maintenance agreements are in place. Additional to the £2,100,000 initial cash payment, consideration of up to £675,000 will be payable in cash subject to the earnings of Maintech in the years to 30 April 2006 and 30 April 2007. The consideration is subject to adjustment based on the net assets at completion but with an overall cap on consideration of £3,000,000. It is estimated that there will be approximately £170,000 of cash in Maintech at completion, before any payment in respect of the net asset adjustment. Maintech was established in 1999 and 3 of the 4 directors will remain with the business following the acquisition. It has two subsidiary companies, Eastern Private Network Management Limited ('EPNM') and Maintenance and Technical Services (Midlands) Limited ('MTSM'), both of which are included in the acquisition. EPNM owns assets used in private power networks which are leased to customers; MTSM is non-trading. Maintech does not produce consolidated accounts. Aggregated adjusted operating profits of Maintech for the year ended 30 March 2005 were £549,000. The audited accounts show turnover of £4,211,514 and adjusted operating profit of £487,000. The un-audited statutory accounts of EPNM for the year to 30 March 2005 showed turnover of £91,000 and operating profit of £62,000. Net assets of Maintech at 30 March 2005 were £478,000 and of EPNM, £362,000. The initial consideration of £2,100,000 payable at completion represents a multiple of adjusted aggregated operating profits of 3.8 times. If the full amount of additional consideration were to be paid in respect of the year to 30 April 2006, the total consideration payable of £2,775,000 would represent a multiple of aggregated adjusted operating profits of 5.1x. Simon Rigby, Chief Executive of Spice Holdings, said: 'The acquisition of Maintech is another step in the development of our Electricity Service Division as one of the leading players in the sector. Maintech has a super range of commercial and industrial clients and provides us with some excellent opportunities to offer its services to our Facilities Services Division clients. Its customer base provides the Group with an exciting cross selling opportunity for our growing Energy Management business, as organic growth within our company accelerates. 'We are delighted that three of the directors of Maintech will be joining us and look forward to seeing the business grow and develop as part of Spice.' Richard Jupp, Managing Director of Maintech, said: 'We have known and worked with people in the Freedom business for many years and are excited to join a business focused on growth in the electrical services market.' ...Ends... For further information, please contact: Spice Holdings plc Tel: 0113 384 3838 Simon Rigby, Chief Executive Officer Oliver Lightowlers, Group Finance Director Carl Chambers, Corporate Development Director Financial Dynamics Limited Tel: 020 7831 3113 Sally Lewis Billy Clegg NOTES TO EDITORS Spice Holdings plc Spice is a support services business operating in the utilities and facilities management sector. The Group's operations were founded in 1996 and have their origins in the electricity industry, though the range of activities has since been expanded into the water sector, niche telecommunications services, the public sector and commercial facilities management. Spice's businesses have a common theme of delivering and co-ordinating infrastructure services to customers, and the technological element within the product mix has been built up significantly over the course of the last three years. www.spiceholdings.com www.maintechservices.com This information is provided by RNS The company news service from the London Stock Exchange
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