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Toad PLC (TGP)

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Monday 04 June, 2001

Toad PLC


Toad PLC
4 June 2001



The board of Toad plc ('Toad'), the UK's leading specialist vehicle security,
audio and multi-media company, announces the acquisition on 1 June 2001 of the
entire issued share capital of S C Hill Limited ('Datatool'), the UK's leading
motorcycle and scooter alarm and immobiliser manufacturer.

The Datatool business, which complements Toad's existing vehicle alarm and
immobiliser business, made PBIT of £700k for the year ended 31 December 2000,
before directors' exceptional bonuses and other non-recurring remuneration of
£300k, on turnover of £2.7m. The business had borrowings of just £150k and net
assets as at 31 December 2000 of £700k.

The consideration for the acquisition of Datatool is £1 million in cash plus
up to £2 million to be satisfied in new Toad shares of 10 pence each (new
ordinary shares). The first £750k in cash was paid on 1 June 2001 and the
remaining £250k is payable on 1 June 2002. The new ordinary shares are
contingent on the achievement by Datatool of PBIT (subject to making certain
adjustments) of £750k for the year to 31 December 2001 and £850k for 2002. The
contingent share element of the consideration will be satisfied by the issue
of up to 3,433,476 new ordinary shares to be valued at 58.25p. The first
tranche of new ordinary shares will be issuable by 30 June 2002, the second
tranche by 30 June 2003. The vendors have agreed not to dispose of more than
25 per cent of the new ordinary shares allotted to them each year until 31 May

The vendor, Simon Hill, will continue as Managing Director of Datatool for at
least until 31 March 2003.

Toad's Chief Executive, Stephen Wheatley, said

'Motorcycle and scooter sales have enjoyed impressive growth in recent years
and the acquisition of the UK's number one motorcycle security manufacturer
consolidates our position as the UK's leading specialist vehicle security
company. Datatool's expertise will also help us to exploit the potential of
our ACTRA telematics systems in the UK motorcycle market.'

Datatool's Managing Director, Simon Hill, said

'I am very excited to be part of the Toad plc group of companies. Toad has an
impressive infrastructure and the economies of scale will enable us to operate
more efficiently and help us in our future expansion into Europe. Moreover I
can see great potential in applying Toad's telematics offering to the
motorcyle market'.

Toad plc                                           Tel: 020 8710 4000
Stephen Wheatley, Chief Executive

Anthony Edwards (London Limited)                   Tel: 01932 336161
Tony Edwards