Acquisition

Accuma Group PLC 03 July 2006 Press Release 3 July 2006 Accuma Group plc Acquisition of Thomas Charles & Co Accuma Group Plc ('Accuma' or the 'Group'), a leading provider of consumer financial solutions, is pleased to announce the acquisition of London based Thomas Charles & Co Limited ('Thomas Charles'), a consumer debt advice company specialising in packaging of Individual Voluntary Arrangements (IVAs). Summary • Acquisition of Thomas Charles & Co - a consumer debt advice company specialising in packaging of IVAs; • Thomas Charles currently averages 40 IVA approvals per month, expected to increase to circa 70 per month within 3 to 4 months; • Board expects the acquisition to be immediately earnings enhancing; • Will increase monthly run rate and market share; • Gives Accuma a London base. The acquisition is for an initial consideration of £2 million with up to a further £10.5 million payable under a three-year earn out, further details of which are set out at the end of this announcement. Thomas Charles was founded in 2004 and since this time has experienced significant growth. The founders of the business, James Falla and William Berry, will both remain with the business and work closely with the Board of Accuma to enhance growth and profitability. The business operates as an intermediary between Insolvency Practitioners and consumers who are experiencing significant financial difficulties. Where appropriate, an IVA is recommended and Thomas Charles assists the client in preparing the statement of affairs required by an Insolvency Practitioner to propose an IVA. For the 6 month period to 31 May 2006, Thomas Charles recorded an unaudited pre tax profit of £206,000 on turnover of £641,000. Historically, as an intermediary, Thomas Charles has passed all of its cases to a network of independent insolvency practitioners throughout the UK, for which it earns a referral fee equal to approximately 20 per cent. of the IVA case fee, which is typically £7,500-8,000 over five years (with circa 50 per cent. of the total earned in year one). All of these cases will now be completed by Accuma, which will thus retain all of the case fees (i.e. 100 per cent. rather than 20 per cent.) and increase its market share. Recent increases in operational resource and increased marketing activity by Thomas Charles is expected to see that average number of IVA approvals increase from 40 to circa 70 cases per month within 3 to 4 months. Thomas Charles has 19 staff in its West London offices which will give Accuma a London presence from where further insolvency staff can be recruited if required. Details of the consideration The initial consideration is £2 million, of which £1.5m is payable in cash by way of a guaranteed loan note and the balance by the issue of 182,216 ordinary shares (at a price of 274.4p). Up to a further £10.5 million is payable, as follows: • If profit before tax ('PBT') in the year ending 30 June 2007 is at least £1.5 million, £2 million (75% in cash and 25% in shares); • If PBT in the year ending 30 June 2008 is at least £2 million, £2 million (75% in cash and 25% in shares); • If PBT in the year ending 30 June 2009 is at least £2.5 million, £2 million (all cash). In each year, the consideration will be reduced by £2 for every £1 shortfall in PBT with minimum PBT requirements of £1 million, £1.5 million and £2 million in each of the years ending 30 June 2007, 2008 and 2009, respectively, below which no consideration will be payable for that year. If average PBT over the three years is £2m, a further £2m is payable, if it is £2.5m, £3.125m is payable, and if it is £3m, £4.5 million is payable, all as to 50% in shares and 50% in cash. All of the ordinary shares being issued or to be issued to the vendors will be subject to a 12 month lock-in. Charles Howson, Chief Executive of Accuma Group, commented: 'I am delighted to welcome Thomas Charles as part of the Accuma Group. This acquisition complements our core offering, will be immediately earnings enhancing and will of course increase our monthly run rate and market share. The experience of the founders will further strengthen our management team as the Group continues to grow. 'Having established solid foundations and significant market share in less than three years, we are excited about the next stage in our growth and in implementing our stated strategy to offer a wider consumer financial solutions platform. Not only will this enhance our best advice offering to clients, moreover it will have a significant impact on efficiencies, client acquisition costs and therefore earnings growth. I look forward to updating you on our progress in due course.' - ends - For further information: Accuma Group plc Charles Howson, Chief Executive Tel: +44 (0) 161 235 6460 charles.howson@accumagroup.com www.accumagroup.com Daniel Stewart & Co. Marc Young / Tom Jenkins Tel: +44 (0) 20 7776 6581 marc.young@danielstewart.co.uk Media enquiries: Abchurch Sarah Hollins / Chris Lane Tel: +44 (0) 20 7398 7700 chris.lane@abchurch-group.com www.abchurch-group.com This information is provided by RNS The company news service from the London Stock Exchange
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