Acquisition and Placing

Judges Capital PLC
29 April 2005

JUDGES CAPITAL PLC

ACQUISITION AND PLACING



Introduction

The board of Judges Capital PLC is pleased to announce the proposed acquisition
of Fire Testing Technology Limited, subject to shareholder approval, completion
of the placing and admission to AIM.  Fire Testing Technology Limited designs,
manufactures, installs and maintains fire testing equipment which is used to
test the effects of fire on a wide variety of materials.  The board believes
that the 'instrumentation and testing' market offers significant potential for
growth and enhanced shareholder returns. The acquisition of Fire Testing
Technology Limited  will be financed by a placing of new ordinary shares to
raise £956,000 before expenses, bank facilities provided by the Bank of
Scotland, £400,000 in consideration shares and the issue of a loan note to the
vendors of Fire Testing Technology Limited. The board has also, today, announced
its preliminary results for the year ended 31 December 2004.  A copy of the
Annual Report and Accounts will be forwarded to shareholders shortly.



By reason of the size and relative value of Fire Testing Technology Limited, the
acquisition will amount to a reverse takeover under the AIM Rules and therefore
requires the approval of shareholders pursuant to Rule 14 of the AIM Rules.



Area of Proposed Activity

The board has identified 'instrumentation and testing' as an area which it
believes offer significant potential for growth, acquisition opportunities and
enhanced shareholder returns.  The UK based instrumentation sector is estimated
to be worth approximately £5bn per annum encompassing almost 2,000 active
companies of which some 185 companies have an annual turnover in excess of £5m.
The directors believe that increasing environmental awareness, constantly
evolving regulatory regimes and the need to manage risk, particularly in respect
of potential litigation are all factors which augur well for a business which
will concentrate on testing, measuring and checking and the instruments required
to perform these functions.



Fire Testing Technology


Introduction

Founded in 1989, Fire Testing Technology Limited designs, manufactures, installs
and maintains fire testing equipment. This equipment is used to test the effects
of fire on a wide variety of materials and thereby enables users of the
equipment to monitor compliance with legislation, industry standards and
customer requirements.  The Directors believe that the underlying business model
of Fire Testing Technology Limited focuses upon the exploitation of legislation
that requires various industries to test materials to establish their properties
in relation to fire and heat.  This testing requires the use of particular
instruments.  Fire Testing Technology Limited has developed a portfolio of
instruments designed to test materials produced by  a wide spectrum of
customers.



Market

Fire Testing Technology Limited has always been a export led company and over
90% of its sales are to customers outside the UK.  These customers are based in
USA, Europe and  other countries around the world (over 50 in total).  The main
industries to which Fire Testing Technology Limited sells its products are the
construction and building, transport, textile, plastics together and electrical
industries together with educational institutions.



Financial Information on Fire Testing Technology Limited

The following table sets out key financial information relating to Fire Testing
Technology  Limited, for the 3 year 7 month period to 31 December 2004.  The
Adjusted Operating Profit (which for the final period relates to the 6 months
ended 30 November 2004) has been adjusted for non-recurring costs principally
associated with the previous owners of Fire Testing Technology Limited, but also
to take into account the costs of the new General Manager and the lease being
entered into on the manufacturing unit at East Grinstead.  In addition the
adjusted operating profit for the six months to 30 November 2004 excludes the
£96,000 costs of a forgery involving Fire Testing Technology Limited's agent in
China.

.


                                               y/e May       y/e May      y/e May    7 mths to 31 Dec
                                                  2002          2003         2004                2004
                                                 £'000         £'000        £'000               £'000
Turnover                                         2,158         2,284        2,844               1,584
Operating Profit                                   253           272          622                 219
Profit Before Tax                                  265           289          635                 227
Adjusted Operating Profit                          441           516          603                284*

* relates to the 6 months period ended 30 November 2004

As at 31 December 2004 the net assets/shareholders' funds of Fire Testing
Technology Limited amounted to £1.02m.



Current Trading and Future Prospects

In January 2005, Judges Capital PLC sold its holding of shares in ISG plc, a
disposal that generated total proceeds of £1,156,000 and a profit on sale of
£226,000.  Of the proceeds, the sum of £512,000 was used to settle related
liabilities under Contracts for Difference.  In addition Judges Capital PLC has
received £208,000 since the year end, from the liquidation of Fortress Holdings
PLC, which is approximately the amount of Judges Capital PLC's investment.


Fire Testing Technology Limited's trading continues to be strong. Orders on hand
or in the course of negotiation augur well for the onset of the forthcoming
financial year commencing on 1 June 2005.



Fire Testing Technology Limited Acquisition Terms

Judges Capital PLC is proposing to acquire, subject to shareholder approval,
completion of the bank facilities, the placing and admission to AIM of the
enlarged share capital, 100 per cent. of the issued share capital of Fire
Testing Technology  Limited for approximately £3.7m (plus an excess working
capital adjustment which, as at 31 March 2005, would have been £697,000).   The
£3.7m consideration will be satisfied by a cash payment of £2.3m at completion,
£0.4m in consideration shares in Judges Capital PLC at the placing price, £0.5m
in subordinated interest bearing loan notes and a deferred contingent
consideration of up to £0.5m payable in cash if Fire Testing Technology Limited
generates £773,000 of adjusted operating profit in the year to 31 May 2005.  The
additional working capital payment will be payable in cash at completion.



Details of  Placing

In total 956,000 New Ordinary Shares are being placed on behalf of Judges
Capital PLC to raise £956,000 gross (£716,000 net of expenses of the placing and
admission).  In total the shares being placed represent 27.6 per cent. of the
enlarged issued share capital. The placing is conditional, amongst other things,
on admission.


The net proceeds of the placing will be used to fund the acquisition of Fire
Testing Technology Limited.



Extraordinary General Meeting

A notice convening an EGM to be held at Faegre & Benson LLP, 7 Pilgrim Street,
London EC4V 6LB at 11.00 a.m. on 23 May 2005 will be sent to shareholders today.
  At the EGM resolutions will be proposed to approve the acquisition and to
authorise the directors to allot shares inter alia in connection with the
placing.  It is expected that dealing in the enlarged issued share capital of
Judges Capital PLC will commence on AIM at  8.00 a.m. on 24 May 2005.





For further information:



David Cicurel - Judges Capital - 0207 437 4037
Mike Sawbridge - Shore Capital & Corporate - 0151 600 3722
Melvyn Marckus - Cardew & Co - 0207 930 0777


                      This information is provided by RNS
            The company news service from the London Stock Exchange