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Havelock Europa PLC (HVE)

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Thursday 15 July, 2004

Havelock Europa PLC


Havelock Europa PLC
15 July 2004


Havelock, the education supply, point of sale display and retail interiors
group, announces the acquisition of Clean Air Limited, an education supply
business, for a maximum consideration of £6.3 million. This acquisition,
together with the purchase of TeacherBoards (1985) Limited announced on 30 June
2004, represents a further step in Havelock's quest to become a dominant player
in the education supply sector.

Clean Air, based in Bolton, Lancashire, is involved in the design and
manufacture of fume cupboards for use in science laboratories, within the
school, university and industrial sectors, both in the UK and overseas. Fume
cupboards provide a safe working environment for chemical experiments and
processes by removing harmful gases.

The company, founded in 1994, serves its customer base through direct sales from
its headquarters in Bolton and through its sales office in Scotland. Its
customer base includes major contractors working in the education sector,
education furniture suppliers, and end users in the education, health and
industrial markets, including a large number of schools, colleges and

Turnover for the year to 31 December has grown from £0.9 million in 1998 to £4.0
million in 2003. The audited profit before tax for 2003 amounted to £0.3 million
after vendors' profit-related bonuses of approximately £0.5 million. Net assets
at 31 December 2003 totalled £0.4 million. The company is being acquired debt
free with cash balances of £0.1 million. The unaudited management accounts for
the year to 30 June 2004 show improved trading on last year, with an encouraging
order book for the second half of the year.

The consideration payable for the entire issued share capital of Clean Air will
be a sum of up to
£6.3 million, comprising £4.5 million payable on completion and up to an
additional £1.8 million of deferred consideration depending on profits achieved
in 2004 and 2005. No deferred consideration will be payable unless the audited
profits before tax exceed £0.8 million and £1.0 million in 2004 and 2005,

The consideration will be payable in a mixture of cash and loan notes, save for
the payment of £1.0 million on completion in the form of 886,918 ordinary shares
in Havelock (2.7% of the enlarged share capital), which will be issued today at
a price of 112.75 pence per share, being the average of the mid-market price for
the five days preceding completion.

A further 1,553,450 shares are being placed with institutional shareholders at a
price of 110 pence per share, a 1.8% discount to the opening mid-market price on
12 July, the day that the placing was arranged, to provide funding of £1.7
million towards the cash payment due on completion.

Clean Air will operate as an autonomous subsidiary of Havelock under its
existing management team, headed by Keith Collier, its Managing Director, David
Norris, its Sales Director, together the vendors, and Ian Heatherington, the
Contracts Director.

Hew Balfour, Chief Executive of Havelock, commented: 'The purchase of Clean Air
adds significantly to Havelock's interests in the education sector, building on
the acquisitions, in 2001, of ESA McIntosh, the UK market leader in fitted
furniture for schools and universities, and TeacherBoards, a supplier of
teaching equipment, teacher aids and display systems, announced two weeks ago.
The education sector is expected to benefit substantially from rising levels of
investment over the next four years, with annual expenditure in England and
Wales expected to nearly double between 2004 and 2008, as the Government's
programme 'Building Schools for the Future' kicks in.

We are delighted to welcome Clean Air into the Group and to be able to add the
excellent range of fume cupboards, designed and manufactured by Clean Air, to
our existing supply of fitted furniture for science laboratories'.

Keith Collier, Managing Director of Clean Air, added: 'I am very happy that
Clean Air is joining the Havelock Group, with its leading position in the supply
of fitted furniture for school science laboratories. The range of new
opportunities is good, not only for Clean Air, but also for its customers and
employees. '


Havelock Europa PLC                                                 01383-820044
  Hew Balfour (Chief Executive)                                    07801-683 851
  Graham MacSporran (Finance Director)                             07801-683 803

  Bankside Consultants Limited
  Charles Ponsonby                                                 020-7444 4166

                      This information is provided by RNS
            The company news service from the London Stock Exchange