Acquisition

Walker,Crips,Weddle,Beck PLC 11 February 2005 Walker, Crips, Weddle, Beck Plc Walker, Crips, Weddle, Beck Plc ('WCWB') announces that it has today entered into a conditional agreement to acquire the whole of the share capital of G & E Investment Services Limited ('G&EIS'). Based in York, G&EIS is the parent company for the London York Group comprising six trading companies which together provide a range of investment, fund management, and pension advisory and management services to private and corporate UK clients predominantly across Yorkshire and adjacent regions. The initial consideration will comprise £1,200,000 in cash, and the allotment, credited as fully paid, of 800,000 ordinary shares in WCWB. The conditional acquisition agreement also provides, upon the achievement of certain profit levels, for deferred consideration of up to £1,600,000 to be satisfied by the issue of further shares in WCWB (the 'Further Consideration Shares'). The quantum of the deferred consideration will be dependent upon G&EIS's average yearly profit for the three financial years to 31st March 2006, 2007, and 2008. Subject to certain conditions, the number of Further Consideration Shares to be issued will also be dependent upon the average mid-market price over the five days prior to the allotment date for such shares. The Acquisition is conditional upon, inter alia, the obtaining of certain regulatory consents, and the approval of the shareholders of WCWB at a general meeting. All the Directors of WCWB, and certain directors of WCWB's subsidiaries, who together hold 19.1% of the issued share capital, will give irrevocable undertakings to vote in favour of the requisite resolutions, as will the holders of a further 27.6% of the share capital of WCWB. A circular containing further details of the Acquisition, and convening the Extraordinary General Meeting, will be posted to WCWB shareholders shortly. Established in 1970, the London York Group is one of the leading independent financial advisory and fund management groups in the North of England, with its asset management company providing discretionary and non-discretionary investment and fund management services to both private and corporate clients, with three in-house unit trusts and PEP and ISA management services. Its financial services business offers corporate and private financial planning advice and, in conjunction with its pension management service, advises on corporate and individual pension schemes and plans. The Group currently has some £ 250 million under management. In the financial year to 30th September 2004, on a turnover of approximately £2.134m, audited pre-tax profits were reported at £287,638, with the consolidated net assets of G&EIS being £871,841 at 30th September 2004. Upon the completion of the Acquisition, David Hetherton and Robert Elliott will be invited to join the Board of WCWB, in executive and non-executives roles respectively. David Hetherton will enter into a service agreement with WCWB at an initial salary of £103,950 per annum, for an initial term running until 31st March 2008 which is the final day of the earn-out period. Robert Elliott will complete a letter of appointment in respect of his non-executive directorship, providing for an annual fee of £10,000 per annum. The Directors of WCWB believe that the two businesses are complementary, and that the Acquisition will expand and strengthen both the range of services and the geographical spread of the WCWB Group's activities. They also believe that new outlets for its existing range of services will be created, and will result in the offering of a broadened range of financial, investment and fund management services to a wider customer base. Application will be made to the UK Listing Authority for the 800,000 new WCWB shares to be issued as part of the initial consideration to be admitted to the Official List and, following their allotment to the vendor shareholders of G& EIS, admitted to trading on the London Stock Exchange. If and when further shares in WCWB are issued as further consideration, application will also be made for those shares to be admitted and traded. Graham Kennedy, Chairman of WCWB, said: 'We are delighted to announce this important corporate development for Walker Crips which further enhances our existing operations and provides the Group with the necessary expertise to take full advantage of the regulatory changes affecting the pensions and savings industry to be introduced in 2006. In due course we will be providing further information to our shareholders concerning this significant acquisition. We look forward to working closely with the directors, management and personnel of the London York Group to develop our complementary activities successfully.' David Hetherton, Managing Director of the London York Group, said: 'The deal is mutually sound - the beneficial synergies resulting from the merger of the two businesses have been identified, and we believe that these will feed through quite quickly. These, combined with the increased range of recurring revenue streams, make for exciting prospects. I am looking forward to joining the WCWB Board and indeed making a contribution at that level.' Dated: 11th February 2005 Further Information: Walker, Crips, Weddle, Beck Plc: London York: Michael Sunderland - CEO David Hetherton - MD Rodney Fitzgerald - CFO Tel: 0207 253 7502 Tel: 01904 544300 This information is provided by RNS The company news service from the London Stock Exchange
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