Acquisition

Fisher (James) & Sons PLC 06 October 2006 James Fisher and Sons plc (James Fisher or the 'Company') £7.0 million Acquisition of support services business James Fisher, the leading marine service company, announces the acquisition of the privately-owned UK based Strainstall Group Limited (Strainstall) and its subsidiaries, for a maximum consideration of £7.0 million plus the assumption of £4.2 million of debt. The acquisition is for cash and loan notes and is being funded from existing resources. Strainstall designs and supplies safety and productivity based monitoring, control, load measurement and structural monitoring systems. The Group operates internationally and services a wide range of industries including the marine, offshore, nuclear, and rail markets. In the marine sector Strainstall owns Strainstall AMTS, a leading manufacturer of Quick Release Mooring Hooks, which in partnership with Strainstall UK, also provides computerised ship approach, jetty management and mooring systems. In the offshore and other industrial sectors, Strainstall's equipment covers a wide variety of load and stress monitoring applications. Its subsidiaries Prolec and TRE are market leaders in the provision of excavator safety, productivity and machine control products and computer based rail network signalling simulation and training systems respectively. Strainstall and Fendercare, a James Fisher subsidiary, have for some time undertaken joint marketing of their ports products, including Strainstall's full range of berth management systems. The acquisition will enable the enlarged Group to provide advanced turnkey mooring and harbour systems for the fast growing port and terminal industry. Strainstall, like FenderCare, will form part of James Fisher's specialist technical division, whose key components also include James Fisher Nuclear and Remote Marine Systems. Revenue of this division was up 87% and profits doubled in the last six month trading period. Organic growth was the main contribution to this improved performance. The purchase consideration of Strainstall consists of £5.25 million in cash with a further maximum earn-out of £1.25 million payable if Strainstall's EBITDA (earnings before interest, tax, depreciation and amortisation) for the year ended 31 December 2006 exceeds £1.23 million and a further maximum earn-out of £500,000, if the EBITDA for the year ended 31 December 2007 exceeds £1.44 million. Both earn-outs may be payable in a mixture of 57% cash and 43% redeemable loan notes. James Fisher is also assuming Strainstall debt of £4.2 million. Strainstall's post tax profits for the year ended 30 September 2005 were £381,000 and its gross and net assets at that date were £7.6million and £2.2m respectively. TRE was acquired in June 2006. Tim Harris, Chairman of James Fisher, said: 'Strainstall represents the latest step in the expansion of marine support services which, in the first half of 2006, contributed 67% of profits. It fits the James Fisher model well with its products and services enjoying strong positions in specialist niche markets in the marine, nuclear and offshore sectors and, for the first time, brings the railway and civil markets to the Group.' Chris Caws, Managing Director of the Strainstall Group said: 'James Fisher is a good fit for Strainstall because its refreshing approach to building service businesses is similar to ours. I and my senior management will be staying with and look forward to developing the business.' Strainstall's head office is in Cowes, Isle of Wight. It employs 145 people mainly in Cowes and the West of England. The company has regional offices in Norway, Belgium and Dubai. EC Hambro Rabben & Partners Ltd acted as corporate finance advisors to James Fisher. For further information, please contact: James Fisher and Sons plc Tim Harris Chairman 020 7338 5808 www.james-fisher.co.uk Strainstall Limited Chris Caws Managing Director 01983 203 600 www.strainstall.com EC Hambro Rabben & Partners Eivind Rabben 020 7355 4100 www.echambrorabben.co.uk Peter Donald 020 7355 4100 Adventis Financial PR Peter Binns 020 7034 4765 www.adventis.co.uk Editors' note: James Fisher and Sons plc In the recently announced interim results (August 30th 2006) of James Fisher and Sons the Chairman's statement said of their Specialist Technical Services Division: 'The FenderCare group performed exceptionally well. It is well placed in two markets - oil and port development - both of which are extremely strong at present. FenderCare is expanding further worldwide, based on its widely recognised specialist skills and have recently upgraded operations in Singapore and opened a new base in the Middle East, one of the world's fastest growing markets. James Fisher Nuclear had a better six months. We enjoy a niche decommissioning skill in remote handling and attractive industrial premises at Egremont, close to the Sellafield site. James Fisher Nuclear has recently teamed with a number of complementary, like-minded companies to form a joint company called Cumbria Nuclear Solutions Limited. This has started to bid for some of the larger contracts which, individually, we previously did not have the capacity to take on. Remote Marine Systems again performed well in the first half. It enjoys a strong market niche in the North Sea, for the design and production of electrical penetrators for oil wells. In the usual James Fisher way we are now encouraging a more extensive international marketing effort with some success to date.' This information is provided by RNS The company news service from the London Stock Exchange
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