Acquisition,Placing etc

Lawrence PLC 13 February 2002 Lawrence plc ('the Company') Acquisition, placing, update on drug registrations and plans to focus group in the animal health market The directors of the Company (the 'Directors') are very pleased to announce that the Company has today entered into an agreement to acquire the entire issued share capital of pet books publisher, Ringpress Publishing Limited,('Ringpress') (the 'Acquisition') for a maximum consideration of £3.4 million, to be satisfied by the issue of loan notes the principal element of which will be guaranteed by the Company's bank. In addition the Company has approved the proposed placing of 1.35 million new ordinary shares ('Ordinary Shares') (the 'Placing') to fund the Acquisition and provide the Company with additional working capital. The Acquisition is conditional upon (a) the sum of £3.4 million (net of expenses) being raised by way of the Placing to fund the Acquisition and the Company's working capital requirements; (b) a special resolution being passed by the Company's shareholders at an Extraordinary General Meeting of the Company approving the allotment of the placing shares and the disapplication of pre-emption rights in respect of such allotment; and (c) the Company's bank agreeing to provide the Company with a Guarantee Facility allowing it to issue bank guaranteed loan notes. Ringpress Publishing Limited Ringpress was established in the autumn of 2001 for the purposes of this transaction. Its business comprising the publishing and distribution of pet books was previously carried on by Ringpress Books prior to the transfer of that business into Ringpress (the 'Business'). The Business has been established for a number of years and currently comprises the publication of 188 titles primarily for the pet industry. In addition the Company is proposing to launch an additional 56 titles over the next two years. The unaudited accounts of Ringpress Books for the financial year ended 31 December 2000 show that the turnover of Ringpress Books was £1.33 million; the gross profit was £730,000; and the operating profit before depreciation and directors' remuneration was £383,000. As at 31 December 2000 Ringpress Books had £191,480 of stock. As at 15 November 2001 the unaudited management accounts of Ringpress Books showed turnover for the 46 week period to 15 November 2001 of £970,000 and £330,000 of stock. No other assets being acquired by Ringpress other than stock have been attributed a value in either the unaudited management accounts to 15 November 2001 or the unaudited accounts to 31 December 2000. The Directors understand that substantially all of the business of Ringpress Books was represented by the Business. The Acquisition The Company has today entered into an agreement to acquire the entire issued share capital of Ringpress, which has acquired by demerger certain business, assets, and goodwill of Ringpress Books Limited ('Ringpress Books'). The maximum consideration of £3.4 million is to be satisfied by the issue of A and B series loan notes (the 'A Series Loan Notes' and the 'B Series Loan Notes' respectively), the principal element of each of which will be guaranteed by the Company's bank. The A Series Loan Notes to the value of £1.3 million will be issued to the vendors on completion of the Acquisition, with an interest rate of 0.25% below the base rate from time to time of the Company's bank. The A Series Loan Notes will be redeemable between one and four years from their date of issue. The B Series Loan Notes will be issued to the vendors following the end of the two year earn-out period, once the amount of deferred consideration due to them has been determined, with an interest rate of 0.25% below the base rate from time to time of the Company's bank. The maximum amount of deferred consideration to be satisfied by the issue of B Series Loan Notes is £2.1 million. The B Series Loan Notes will be redeemable within one and four years from their date of issue. The maximum consideration payable to the vendors of Ringpress under the earn-out is based on a formula of gross profits less a notional charge of £360,000 per year in respect of overheads. To meet the maximum consideration Ringpress would need to generate total gross profits of £2.15m, in aggregate, for the two years ending on 31 January 2004. The Directors consider that the additional operating overheads of Interpet attributable to the business of Ringpress could in fact be less than the notional charge of £360,000 referred to above. The Placing As referred to above, Charles Stanley & Company Limited has, as agent for the Company, conditionally placed 1,350,000 new Ordinary Shares with certain institutional investors at a price of 320p per share, to raise £4.32 million, less expenses. The Placing is conditional on shareholder approval being obtained at the Extraordinary General Meeting, to be held on Friday 8th March 2002 and on the agreement in relation to the Acquisition being entered into and remaining in full force and effect. Immediately prior to the Placing there will be 7,176,324 ordinary shares of £0.10 each in issue and following the Placing there will be 8,526,324 ordinary shares of £0.10 each in issue. Application will be made for the new Ordinary Shares to be admitted to trading on AIM and admission is expected on Monday 11th March 2002. The proceeds of the Placing, net of fees and expenses incurred by the Company in connection with the Placing and the Acquisition, will be used to cash collateralise the A Series Loan Notes to be issued to the vendors of Ringpress on completion of the Acquisition and to cash collateralise the B Series Loan Notes to be issued in respect of any deferred consideration due to the vendors of Ringpress following the earn-out, with the balance of approximately £600,000 being used for general working capital purposes. Application will be made for the new Ordinary Shares to be admitted to trading on AIM and admission is expected on Monday 11th March 2002. Future Plans Following the Acquisition, it is the Directors' intention to combine the Business with the publishing activities of the Interpet Division. The Directors consider that at some point in the future it may be in the best interests of shareholders to consider the possible flotation, possibly by way of a demerger to shareholders, of the enlarged Interpet Division. This would allow the Company to focus on the animal health care and feed additives market where the Directors consider that the Company and its subsidiaries have good growth prospects. The Directors believe that as separate entities the overall rating of the Company and its subsidiaries, and of a stand alone Interpet, may improve, especially as the Company's animal health subsidiary, Eco Animal Health ('Eco'), has strong growth potential, subject to the success and timing of drug registrations. The Directors are pleased to announce that Eco has, since September 2001, been awarded registrations in the UK and Belgium for its branded drug Ecomectin, used for the control of parasites in animals. This is in addition to European registrations already granted in Ireland, Denmark, Germany and Austria. The Directors are also delighted to be able to inform you that good progress has been made in relation to the registration of the new drug, Aivlosin and that in December 2001 the Company answered all of the questions asked at the time by the European Medicines Agency ('EMA') regarding these registrations applications. As Aivlosin is a new drug in Europe, a new drug registration granted by the EMA would allow it to be sold in the whole of the European Union. The Directors consider Aivlosin, which has a number of advantages over competing products, has the potential to be a major contributor to sales and profits of Eco over the medium term. The Company is also in the process of applying for registration of Aivlosin in the important US market. Aivlosin is a macrolide antibiotic used to treat respiratory disease in pigs and poultry and the Company holds a patent on this drug for certain other applications. For more information on Aivlosin and Ecomectin please visit www.ecoanimalhealth.com. Commenting on the acquisition, Peter Lawrence the Group Executive Chairman said 'this acquisition should enable our Interpet Division to get to a size where it can operate independently. This means that the Company and its subsidiaries could be in a position to refocus as a dedicated animal health care and feed additives group. We firmly consider that as separate entities the overall rating of the Company and its subsidiaries, and the stand alone Interpet would improve especially as our animal health company Eco has explosive growth potential only subject to the timing of drug registrations'. 13th February 2002 Enquiries: Charles Stanley & Company Limited 020 7739 8200 Robert Corden Lawrence plc 020 8336 0909 Peter Lawrence Notes This document has been issued by and is the sole responsibility of Lawrence plc and its directors who accept responsibility accordingly. The contents of this document have been approved solely for the purposes of section 21 of the Financial Services and Markets Act 2000 by Charles Stanley & Company Limited ('Charles Stanley'), which is regulated in the UK by the Financial Services Authority. Charles Stanley is acting for Lawrence plc and no one else in connection with the Placing and will not be responsible to any person other than Lawrence plc for providing the protections afforded to customers of Charles Stanley or for providing advice in relation to the Placing. This announcement does not constitute, or form part of, any offer to sell or issue or the solicitation of any offer to buy or subscribe for Ordinary Shares. This announcement is not an offer of Ordinary Shares for sale in the United States, Canada, Australia or Japan. The Ordinary Shares referred to in this announcement have not been and will not be registered under the US Securities Act of 1933 (as amended) or under the applicable securities laws of Canada, Australia or Japan and, subject to certain exceptions, may not be offered or sold within the United States of America, Canada, Australia or Japan. The distribution of this announcement and the Placing and/or issue of Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by Lawrence plc or Charles Stanley that would permit an offer of such Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Lawrence plc and Charles Stanley to inform themselves about and to observe any such restrictions. This information is provided by RNS The company news service from the London Stock Exchange
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