Acquisition

Walker,Crips,Weddle,Beck PLC 13 July 2001 WALKER, CRIPS, WEDDLE, BECK PLC PROPOSED ACQUISITION OF KEITH, BAYLEY, ROGERS & CO. LIMITED Walker, Crips, Weddle, Beck plc ('WCWB'), the fully listed stock and share broker, announces that on 12 July it entered into a conditional agreement to acquire the entire issued share capital of Keith, Bayley, Rogers & Co. Limited ('KBR'), a company into which the business and certain assets of Keith, Bayley, Rogers & Co. (the 'Partnership'), a private client stockbroking partnership based in the City of London, is being transferred, for an initial consideration of £2,050,000 and deferred consideration of up to £3,000,000 (the 'Acquisition'). The Acquisition is conditional upon, inter alia, the approval of the Securities and Futures Authority (the 'SFA') and the approval of WCWB's shareholders in general meeting. All the directors of WCWB, together with Phillip Brokerage Pte Limited, the holder of 32.2% of the issued share capital of WCWB, have given irrevocable undertakings to vote in favour of the necessary resolution. A circular containing further details of the Acquisition and convening an Extraordinary General Meeting will be posted to shareholders in due course. Keith, Bayley, Rogers & Co. is a stockbroking partnership originally established in 1899. It operates from offices in London and Leeds. Apart from providing stockbroking services to private and institutional clients, the Partnership provides Corporate Finance and Financial Management services. In the financial year ended 27 April 2001 the Partnership generated partnership profits before taxation of £843,250 on turnover of £4,286,265. The net assets of the Partnership at 27 April 2001 were £1,873,254, the substantial proportion of which will be retained by the Partners. Conditional upon completion of the Acquisition, W Howard Saunders, the senior partner of Keith, Bayley, Rogers & Co. will be appointed a director of WCWB and will enter into a service contract under which he will receive a salary of £75,000 per annum. The service contract will be terminable by either party giving six months' notice, such notice not to be given before 31 October 2002 The Acquisition will expand WCWB's private stockbroking business with the addition of Corporate Finance and Financial Management services not currently provided by WCWB. The consideration payable for KBR comprises an initial consideration of £ 2,050,000 and deferred consideration of up to £3,000,000. The initial consideration is to be satisfied as to £550,000 in cash (including payment of an amount due from KBR to the Partnership arising on the purchase of goodwill) and £1,500,000 by the issue of 1,000,000 new ordinary shares of 20p each in WCWB at a price of 150p per share. The deferred consideration of up to a maximum of £3,000,000 will be satisfied by the issue of further new ordinary shares in WCWB, dependant upon the profits of KBR in the period to 30 April 2003. Application will be made for the 1,000,000 new ordinary shares in WCWB to be issued as part of the initial consideration to be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's market for listed securities following allotment. Michael Sunderland, Chief Executive of WCWB said 'We are delighted to announce the terms whereby Walker, Crips, Weddle, Beck plc and Keith, Bayley, Rogers & Co. will merge their businesses to become a much stronger entity in the field of private client stockbroking. This is an exciting development for both of us and will enable Walker, Crips, Weddle, Beck plc to have access to two new divisions covering Corporate Finance and Financial Management. The two businesses are clearly complementary creating an opportunity of offering a wider product range to a more diverse clientele and from a more competitive cost base.' 13 July 2001 For further information contact: Walker, Crips, Weddle, Beck plc - Michael Sunderland (020 7253 7502) Keith, Bayley, Rogers & Co - Howard Drummon (020 7827 9988)
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