Acquisition

Spice Holdings PLC 01 July 2005 SPICE ACQUIRES LAMVA LIMITED Spice Holdings plc ('Spice' or the 'Group'), the provider of outsourced support services to the UK electricity, telecoms and water sectors, announces that it has conditionally acquired the entire issued share capital of Lamva Limited ('Lamva') for a total net consideration of £5.9 million, subject to adjustment based on the net working capital at completion. Acquisition Highlights * Lamva is a specialist provider of civil and electrical services to the electricity utility sector; * Consideration to be settled as to £6.4 million in cash and £0.5 million in shares ('the Consideration Shares') in Spice. Lamva is being acquired with estimated £1.0 million of cash, resulting in total net consideration of £5.9 million; * 324,331 Consideration Shares to be issued at 174.21 pence per share; * Completion is subject to the Admission of the Consideration Shares onto AIM; * Net consideration represents a multiple of 4.1 times adjusted operating profits; * Reinforces Spice's presence and expertise in higher value specialist electricity services market; and * Moves Spice into overhead line work and greatly increases its major projects capability. Lamva provides civil and electrical services to the electricity utility sector. Its range of services includes switchgear changes; new connections; overhead line renewal and maintenance; electrical and civil design services and wayleaves services. It operates primarily in the East and South of England and employs 215 people. Its customers include electricity distribution companies and windfarm operators. The business was established in 1998 by David and Christine Cantwell and grew following the appointment of a managing director, Andrew Catchpole, and senior managers from the electricity industry in 2001. David and Christine Cantwell will be resigning as Chairman and Company Secretary with effect from completion. The other directors will remain with the business. Spice has worked alongside Lamva as fellow Key Strategic Partners of EdF Energy, the distribution network operator which covers much of Eastern and Southern England, and we have had joint working arrangements for many years. In 2004, Lamva was named as one of the 100 fastest growing companies in The Sunday Times/ Virgin Atlantic Fast Track 100 Awards being the fastest growing private company in the East of England. The consideration will be settled as to £6.4 million in cash and £0.5 million in shares in Spice. 324,331 shares have been issued and allotted at an issue price of 174.21 pence to satisfy the Consideration Share requirement and an application has been made to the London Stock Exchange for the admission of those shares to the Alternative Investment Market ('Admission'). Completion of the transaction is subject only to Admission. Admission to AIM of the Consideration Shares is expected to take place on 7 July 2005. The Consideration Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares in the Spice (including the right to receive all dividends and other distributions declared or paid thereon following admission). The audited financial statements of Lamva for the period ended 31 March 2005 showed turnover of £15.5 million, operating profits of £1.4 million and pre-tax profits of £1.5 million (after adjusting in each case for the costs of resigning directors and other non-recurring employment costs) with total net assets of £2.0 million. The total consideration payable is £6.9 million but, at completion, it is estimated that the business will have £1.0 million net cash available making the effective net consideration payable £5.9 million. After adjusting for the cash acquired with the business and for the non-recurring employment costs of resigning directors, the adjusted net consideration represents a multiple of 4.1 times operating profits. Lamva's current business activities will be rebranded under the Freedom name (the trading name of Spice's Electricity Services Division) as the services it provides are of a similar nature to those provided by Freedom. Simon Rigby, CEO of Spice Holdings, said: 'Lamva is a highly regarded supplier of skilled services into the electricity sector and will be an excellent addition to our Electricity business. A well trained and skilled workforce is key to the continued development of our Electricity Services Group as a whole and Lamva assists greatly in this respect. It has a strong presence in Eastern and Southern England and as part of our Freedom businesses will help us develop our activities in those regions. Additionally, it enhances our ability to continue our expansion in other parts of the country. It will significantly reinforce our presence and expertise in this sector. Lamva has a higher proportion of engineering support activities than Spice and therefore moves us considerably up the value chain. It will greatly increase our major projects capability as well as moving us into overhead line work.' Andrew Catchpole, Managing Director of Lamva said: 'We have known of and worked with Freedom for several years and are delighted to be joining the Spice Group. Lamva has developed a strong presence in its market and the amalgamation with Freedom will enable us to move into new geographical areas. Together we will provide a talented and skilled workforce, which delivers high quality services.' Andrew Catchpole will assume the role of Operations Director within the Electricity Services Division of Spice. For further information, please contact: Spice Holdings plc Tel: 0113 384 3838 Simon Rigby, Chief Executive Officer Carl Chambers, Corporate Development Director Rawlings Financial PR Limited Tel: 01756 770 376 Catriona Valentine NOTES TO EDITORS SPICE HOLDINGS PLC Spice is a support services business operating predominantly in the utilities 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 and the public sector. Spice's businesses have a common theme of delivering and coordinating infrastructure services to customers (typically in regulated industries), and the technological element within the product mix has been built up significantly over the course of the last three years. This information is provided by RNS The company news service from the London Stock Exchange
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