Acquisition

Anite Group PLC 1 May 2002 For immediate release 1 May 2002 ANITE GROUP PLC ('Anite' or 'Company') Anite makes further public sector acquisition for up to £4.47 million INTRODUCTION Anite, the European consultancy and services company, today announces that it has completed the acquisition of an associate company, Anite.net Limited ('Anite.net'), by acquiring the 53.17 per cent of the share capital that is not already held within the Anite group for a consideration of up to £4,470,000 ('Acquisition'). Immediately prior to completion of the Acquisition an Anite group subsidiary, Reilrop B.V. holding convertible preference shares ('Preference Shares') in Anite.net served notice of conversion of the Preference Shares resulting in an increase its holding from 17.00 per cent to 46.83 per cent. Anite.net undertakes consultancy and system development in support of electronic government and will form part of the Anite Public Sector ('APS') business. The consideration comprises an initial consideration of £420,000 to be satisfied in cash, bank guaranteed loan notes and ordinary shares of £0.10 each in the capital of Anite ('Anite Shares'). Further consideration of up to £4,050,000 will be payable, based on the profits of Anite.net for the period up to 30 April 2005, to be satisfied by a mixture of Anite Shares and bank guaranteed loan notes. BACKGROUND TO AND REASONS FOR THE ACQUISITION Anite provides a portfolio of services from IT consultancy and applications software to systems integration and managed services in 11 countries to four principal markets: telecoms, travel, public sector and finance. APS is a leading supplier of IT systems and services to Local Government and a specialist provider of software and consultancy to Central Government departments and agencies. It continues to build its position in the UK local authorities' market, with over 70% penetration, based on a range of applications and an increasing customer base. Following its establishment as a fully integrated and homogenous business during the last financial year, the business has increased its sales from £7m in the year ending 30th April 1999 to £38m last year, generating operating profits before tax of £2.2m, with further strong growth in sales, profits and order books achieved in the six months to 31 October 2001. The acquisition of Anite.net enhances Anite's capabilities in the provision of internet-enabled applications, consultancy and services. The government's initiatives for 'joined-up' local and central government and e-government, include budgeted spending by 2005 of £2bn on e-government solutions to local authorities. The Modernising Government White Paper also sets a target of 2005 for the provision of 100% of public services through electronic channels. Anite.net has already established core e-government product and service capabilities with a number of local authorities and Central Government departments and agencies. The business, which is based in Milton Keynes and was established in 2000, currently comprises thirty employees specialising in consultancy and systems integration projects. This acquisition will enable Anite to become a leader in the emerging consultancy and systems integration market for e-government solutions. Anite.net skills and on-line services will also be used to Internet enable the delivery of all Anite's core public sector applications. The acquisition is in line with Anite's stated strategy of building its Public Sector business through organic growth and selective acquisitions Prior to the transaction announced today, Anite and Anite.net had entered into a formal agreement on the terms of which they co-operated in using their respective software, resources and know-how to provide contracted services to end users, and established a basis for expanding these services and future joint projects and an agreed commercial daily rate for the transfer of both technical and consulting staff. STRUCTURE The transaction involves the acquisition of the 53.17 per cent of the share capital of Anite.net not already held within the Anite Group. The consideration, which is capped at £4,470,000 comprises the following: (i) initial consideration of £420,000 to be satisfied in cash, loan notes guaranteed by Lloyds TSB Bank plc and Anite shares; and (ii) earn-out consideration of up to £4,050,000 ('Earn-Out Consideration') payable in six tranches at six monthly intervals between completion and 30 April 2005 to be satisfied as to 65 per cent of each tranche by the issue of Anite Shares and as to 35 per cent of each tranche by the issue by Anite of guaranteed loan notes. The amount of each payment to be made in respect of the Earn-Out Consideration will be calculated based on the operating profits of Anite.net for the preceding financial period after interest and before tax but excluding non-recurring exceptional items. The Acquisition was a related party transaction under the Listing Rules of the United Kingdom Listing Authority ('Listing Rules'). In accordance with the Listing Rules an independent adviser has confirmed that the terms of the proposed transaction are fair and reasonable so far as the shareholders of Anite are concerned. Anite's Chief Executive John Hawkins, commenting on the acquisition, said: 'We see this acquisition as further demonstrating our commitment to the delivery of products and services to the Public Sector. Our clients are demanding solutions that help them meet the objectives set out in the Modernising Government White Paper. The acquisition of Anite.net will enable us to enhance our existing portfolio and significantly increase our market share for e-government consultancy and solutions' - Ends - For further information please contact: www.anite.com Anite Group Plc 0118 945 0121 John Hawkins, Chief Executive Simon Hunt, Finance Director Weber Shandwick Square Mile 0207 950 2800 Reg Hoare/Laurence Read This information is provided by RNS The company news service from the London Stock Exchange
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