Acquisition

Torex Retail PLC 11 April 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 11 April 2006 TOREX RETAIL PLC ('Torex Retail' or the 'Company') Acquisition of Savista Corporation Torex Retail Plc, an international market leader in the provision of innovative IT retail solutions, announces the acquisition of Savista Corporation, the global provider of EPOS software solutions to McDonald's Corporation, one of the world's largest retailers. Highlights: • Savista brings McDonald's Corporation, one of the world's largest retailers, as a customer to Torex Retail. • Expands Torex Retail's US operations and hospitality sector presence with entry into the Quick Service Restaurant market. • McDonald's Corporation confirms it will be using the Savista solution globally. • Acquisition consideration of 31,252,406 ordinary shares of the Company valued at US$54.76 million of which Evolution Securities have placed 9,375,722 ordinary shares with an existing institutional shareholder and Accel-KKR are committed to hold the balance for between one and two years. • Accel-KKR, a leading U.S.-based private equity firm and principal shareholder of Savista, is to become a significant shareholder in Torex Retail. • Tom Barnds, an Accel-KKR Managing Director, is expected to join the Board as a Non-Executive Director in the near future. • The Acquisition is expected to be earnings enhancing in the first 12 months following completion*. Commenting on the Acquisition, Chris Moore, Executive Chairman of Torex Retail plc, said: 'I am delighted to welcome McDonald's, one of the world's largest retailers, as a customer of Torex Retail. McDonald's is a great reference client for the Savista solution and we very much look forward to working closely with Dave Weick and his team going forward. This is an excellent acquisition for Torex Retail. Strategically it increases our critical mass in North America and significantly expands our hospitality offering by taking us into the QSR market on a global basis - hospitality is one of the fastest growing areas of our business and QSR is the largest part of the US hospitality market. Financially we expect the deal to be earnings enhancing within the first twelve months of our ownership. Accel-KKR has made a number of successful investments in the retail point of sale market and has been very impressed by Torex Retail's growing business and global opportunity. We anticipate that our new association with Accel-KKR as a shareholder and through Tom Barnds' planned participation on our Board will bring strategic benefits to Torex Retail.' Jeff Bizzack, Chief Executive Officer, Savista Corporation, said: 'With Torex Retail's extensive IT retail experience, its blue chip customer base and Savista's international installed network in the restaurant segment, this acquisition is a great fit. Torex Retail has the international reach, financial resources and strategic vision that will allow the NewPOS technology team to broaden its product offerings and deepen its service capabilities for the benefit of its clients around the world.' Following completion of the Acquisition, Mr Bizzack will join Torex Retail as an adviser to the Board on strategy and the development of the Group's international business. Dave Weick, Chief Information Officer, McDonald's Corporation, commented: 'Creating global standards in information technology is a critical strategy for the continued success and growth of our organisation. Our successful relationship with Savista and the deployment of a common POS platform in over 60 countries to date has helped us to standardise operations in our restaurants, reduce costs and increase our pace of change and innovation. NewPOS today is installed in over 5,200 stores (30,000 terminals); and we remain committed to our POS Global Strategy to deploy into thousands of additional stores. We are excited about Torex Retail's ownership and the breadth of capabilities and experience they bring to our partnership. Their combined global resources and infrastructure represent an opportunity to grow our relationship further and should lead to even more ground-breaking innovation in our industry.' Torex Retail management will be holding a conference call for UK analysts and institutional investors at 9.30 am (UK time) this morning. Participants are to dial: +44(0)20 7138 0835. For US based institutional investors, management will be holding a conference call this afternoon at 2.00 pm (UK time). Participants are to dial: +1 718 354 1158 (from USA) and +44 (0)20 7138 0809 (from UK). Please note that private investors will not be allowed to participate. A presentation on the Savista Corporation acquisition will be available on the IR section of the Torex Retail website from 9.00 am this morning: www.torexretail.com Contacts Torex Retail Plc +44 (0) 870 300 6061 Chris Moore, Executive Chairman Mark Pearman, Finance Director Citigate Dewe Rogerson +44 (0) 20 7638 9571 Ginny Pulbrook /Seb Hoyle NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Torex Retail Plc ('Torex Retail' or the 'Company') Acquisition of Savista Corporation Torex Retail, an international market leader in the provision of innovative IT retail solutions, is pleased to announce the acquisition ('Acquisition') from Accel-KKR Company LLC ('Accel-KKR') of Savista Corporation ('Savista'), a leading provider of point-of-sale ('POS') software to the international quick service restaurant ('QSR') industry, for a consideration of 31,252,406 new ordinary shares of 1p each in the Company ('Consideration Shares'), valued at US$54,760,465. Background to and reasons for the Acquisition The directors of the Company ('Directors') consider that the global restaurant software market, which Savista addresses, represents a particularly exciting opportunity with strong growth potential. Its value in North America alone has been estimated at over US$1 billion. Sales of POS software represented approximately half of this figure in 2003, at US$521 million, and are predicted to grow to nearly US$900 million by 2008. The market for POS restaurant software platforms is relatively fragmented and the Directors believe that the opportunity exists for Torex Retail to build a substantial market position. Savista's strategy for growth is to continue to develop its strong relationship with McDonald's Corporation ('McDonald's') whilst at the same time targeting the top 100 international QSR chains, which between them account for some 50 per cent. of the total worldwide QSR market. Following the Acquisition, Savista will be able to leverage Torex Retail's software portfolio and worldwide support infrastructure which will allow it to offer a greater range of products and services to its existing customers and prospects. Information on Savista Savista, founded in 2000, has developed a leading POS software system called ' NewPOS'. Savista's principal customer, accounting for the majority of revenue to date, is McDonald's. Savista's NewPOS Restaurant Platform is one of the fastest growing international POS solutions in QSR. In 2003, McDonald's retained Savista to develop a next generation POS platform for use throughout its global retail business. McDonald's selected NewPOS as its global standard for POS software in 2004. There is a continuing, substantial roll-out programme of customisation, implementation, development, training and ongoing support. Savista is also in discussions with certain other major US multi-unit retail and food service chains regarding the potential roll-out of its solutions. Savista has its headquarters in Chicago, USA, and an experienced programming team in Sao Paolo, Brazil. Savista currently has approximately 80 employees and, in the year ended 31 December 2005, it had revenues of US$11.7 million and adjusted net income of US$2.1 million. The corresponding figures for the year ended 31 December 2004 were US$9.1 million and US$1.7 million. The Acquisition is expected to be earnings enhancing in the first 12 months following completion*. Principal terms of the Acquisition Pursuant to the terms of the Acquisition agreement, Savista Acquisition Corp., a wholly owned subsidiary of the Company, will merge with Savista under Delaware law. Following this merger, Savista Acquisition Corp. will cease to exist and Savista will remain a wholly owned subsidiary of the Company. The consideration for the Acquisition is the issue of 31,252,406 Consideration Shares to Accel-KKR on completion of the Acquisition which are valued at US$54,760,465. Accel-KKR is placing, through Evolution Securities, the Company's brokers, a total of 9,375,722 of the Consideration Shares with an existing shareholder. Accel-KKR has entered into a lock-in and orderly market agreement with the Company which provides that, of the remaining 21,876,684 Consideration Shares (representing 6.06 per cent. of the enlarged issued share capital of the Company): (i) approximately 3.1 million shares can be disposed of upon the earlier of 7 April 2007 or the publication of Torex's preliminary results for the year ended 31 December 2006; (ii) a further 3.1 million shares can be disposed of upon the earlier of 7 October 2007 or the publication of the Company's interim results for the period ending 30 June 2007; and (iii) the remainder of the Consideration Shares cannot be disposed of until after the earlier of the date of publication of Torex Retail's 31 December 2007 Preliminary Results and 7 April 2008. Subject to certain conditions, the on-market disposal of all of the Consideration Shares must be made through the Company's brokers from time to time. Application is being made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM. It is expected that Admission will occur on 18 April 2006. The Consideration Shares will, when issued, rank in full for all dividends and other distributions declared after issue (other than in respect of a prior record date) and otherwise pari passu in all respects with the existing Ordinary Shares in issue. The terms of the Acquisition agreement provide Torex Retail with the benefit of customary representations, warranties and indemnities from Savista and Accel-KKR. Pursuant to the terms of the Acquisition agreement, Accel-KKR has the right to appoint a director to the board of Torex Retail for such time as it holds not less than 50 per cent. of the Consideration Shares. Information on Accel-KKR Accel-KKR, a leading US private investment firm founded by venture capital firm Accel Partners and private equity investment firm Kohlberg Kravis Roberts & Co., is the principal shareholder of Savista. Accel-KKR has made a number of successful investments in the retail POS market including CRS Retail Systems, the US POS vendor which was acquired by Epicor in December 2005 for $121 million in cash. Management believes that their involvement as a strategic shareholder of Torex Retail will be of immense value and demonstrates their confidence in the Company's strategy and future plans. Appointment of Tom Barnds as a Non-Executive Director of Torex Retail It is expected that Tom Barnds, aged 37, currently a Managing Director of Accel-KKR and Chairman of the Board of Savista, will join the Board of Torex Retail in the near future. Mr. Barnds has been with Accel-KKR since the year of its founding in 2000, where he focuses on private equity investments in technology companies. Prior to joining Accel-KKR, Tom was a Managing Director at Nassau Capital, a private equity firm engaged in investing $2.5 billion of Princeton University's endowment. Tom received his Masters in Business Administration from the Stanford Graduate School of Business and his undergraduate degree in Economics from Princeton University. Notes: * This statement should not be interpreted to mean that earnings per share will necessarily be greater than those for the relevant preceding financial period. This press announcement has been issued by the Company and is the sole responsibility of the Company. This announcement has not been approved for the purposes of section 21 of the Financial Services and Markets Act 2000. This announcement does not constitute or form part of any offer to sell or issue or the solicitation of any offers to purchase or subscribe for new ordinary shares in any jurisdiction. This announcement is not an offer of securities for sale in the United States. The Consideration Shares to be issued pursuant to the Acquisition have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the 'Securities Act') or the securities laws of any state or other jurisdiction of the United States and Consideration Shares may not be offered or sold, direct or indirect through CREST or otherwise within the United States, absent registration under the Securities Act or an exemption from registration. No public offer of new ordinary shares is being registered in the United States. This information is provided by RNS The company news service from the London Stock Exchange
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