Acquisition and Share Placings

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA OR AUSTRALIA. 24 June 2008 Chemring Group PLC ("Chemring", the "Company" or the "Group") Acquisition of Martin Electronics, Inc. for USD70 million Vendor Placing and Cash Placing of 2.67 million new ordinary shares in Chemring at 2250 pence per share to raise a total of GBP60 million Introduction The Board of Chemring announces that it has conditionally agreed to acquire the entire stock capital of Martin Electronics, Inc. ("MEI"), a specialist manufacturer of ammunition, fuzes, signalling and other pyrotechnically activated devices for use in the defence sector, based in Florida, USA, for a consideration of USD70.0 million (GBP35.5 million). The consideration is being funded by way of a vendor placing of 1,555,555 new ordinary shares in Chemring ("Vendor Placing") at 2250 pence per share (the "Placing Price") to raise approximately GBP 35.0 million. In addition, the Board also announces that it is retrospectively funding the USD40.0 million (GBP20 million) acquisition of Scot, Inc, ("Scot") from SMS Industries, Inc., announced on 27 May 2008, by way of a placing for cash ("Cash Placing") of 1,111,112 new ordinary shares, also at the Placing Price, to raise approximately GBP25.0 million. This placing will cover both the acquisition price of Scot and an additional amount to cover transaction expenses. Acquisition of MEI and the Placings MEI was founded in 1954, and operates from its headquarters and production facilities near Perry, Florida, USA. MEI manufactures a range of close combat products including training grenade fuzes, pyrotechnics and specialist 40mm ammunition. Its customers include the US military, prime contractors and overseas governments. In the year ended 31 December 2007, MEI reported an audited profit before tax and annual non-recurring costs (relating to shareholder expenses and insurance of USD1.0 million) of USD4.2 million (2006: USD1.9 million) on turnover of USD25.3 million (2006: USD19.0 million). In the last twelve months to 30 April 2008, MEI's unaudited profit before tax and annual non-recurring costs (relating to shareholder expenses and insurance of USD1.0 million) was USD5.9 million on turnover of USD30.1million .The order book at 30 April 2008 was USD60 million, up 72% since 31 December 2007. The gross assets of MEI at 31 December 2007 were USD17.4 million (2006: USD12.0 million). MEI will position Chemring strongly within key niches in the US munitions components market, increasing the Group's capabilities by providing a platform from which to develop niche prime contract opportunities in the USA. The acquisition is in line with Chemring's strategy of building its presence in the US energetics field, acting as a consolidator in these markets. The acquisition provides Chemring with an additional centre of excellence in the USA, broadening its expertise and service offering within a sector well understood by the Company. The consideration for the acquisition of MEI is USD70.0 million (GBP35.5million), which will be paid to the vendors in cash on completion. The consideration is being funded by a vendor placing of new ordinary shares, raising approximately GBP35 million before expenses. The sale and purchase agreement (the "Acquisition Agreement") is conditional, upon, inter alia, the expiry of the thirty day waiting period imposed by the Hart-Scott-Rodino and Exon-Florio provisions, and the acquisition is expected to complete on 25 July 2008 or shortly thereafter. The Acquisition Agreement is not conditional on the completion of the Vendor Placing. In the event that the Vendor Placing does not complete, the acquisition will be funded out of the Company's cash resources and existing bank facilities. Retrospective funding of Scot and Cash Placing The total consideration for the acquisition of Scot, announced on 27 May 2008, of USD40.0 million (GBP20 million) is being retrospectively funded by a cash placing of GBP25 million, with the excess raised covering an additional GBP4.6 million of expenses. Scot is a leading manufacturer of cartridge-actuated and propellant-actuated devices (CAD/PADs) used in aircraft emergency systems, missiles and space launch vehicles. The company also designs and manufactures actuators, valves and sequencers, separation nuts and bolts, and aircraft weapon ejector systems. Impact of acquisitions Chemring expects that the acquisition of both MEI and Scot will be earnings enhancing (excluding the impact of the amortisation of acquired intangible assets), and that the full financial benefits of the acquisitions will be felt in the Company's financial year ending 31 October 2009. This statement is not a profits forecast and should not be taken to mean that profits in any period will be greater than those in any previous period. Placings The Vendor Placing and the Cash Placing have been fully underwritten by Investec Bank (UK) Limited ("Investec") pursuant to the terms of an agreement entered into by Chemring and Investec (the "Placing Agreement"). Application has been made for the Cash Placing shares and the Vendor Placing shares to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange's Main Market ("Admission"). The Cash Placing is expected to complete on 27 June 2008 and is conditional, inter alia, on Admission of the Cash Placing shares which is expected to take place on that day (when CREST accounts will be credited). The Vendor Placing is expected to complete on 25 July 2008 and is conditional, inter alia, on the completion of the MEI acquisition and Admission of the Vendor Placing shares which is expected to take place on that day (when CREST accounts will be credited). On Admission, both the Cash Placing shares and the Vendor Placing shares will rank pari passu in all respects with the existing ordinary shares in Chemring. Dr David Price, Chief Executive of Chemring, commented: "The acquisition of the two companies will substantially increase Chemring's US energetics presence, creating a substantial platform from which to address the USD1.9 billion US market for pyrotechnics and munitions components." Enquiries: Ken Scobie Chairman, Chemring Group PLC 01489 881880 Dr David Price Chief Executive, Chemring Group PLC Paul Rayner Finance Director, Chemring Group PLC Keith Anderson Investec 020 7597 5970 Michael Ansell Rupert Pittman Cardew Group 020 7930 0777 The information contained in this announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful absent registration, exemption from registration or qualification under the securities laws of such jurisdiction. This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act"), or an exemption therefrom. Chemring has not and does not intend to register any securities under the US Securities Act, and does not intend to offer any securities to the public in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in these written materials, will not be accepted. Investec Investment Banking, a division of Investec Bank (UK) Limited, which is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange, is acting exclusively for Chemring in connection with the Vendor Placing and Cash Placing and is not acting for any other person other than Chemring and will not be responsible to any person other than Chemring for providing the protections afforded to its customers or for providing advice on the transactions or arrangements referred to in this announcement. Nothing in this announcement should be construed as a profit forecast or be interpreted to mean that the future earnings per share or profits of Chemring will necessarily be greater than the historic published earnings per share.
UK 100

Latest directors dealings