Acquisition/Placing/etc

Huveaux PLC
03 March 2003

HUVEAUX PLC ('Huveaux' OR 'the Company')

Proposed Acquisition of Lonsdale SRG ('Lonsdale')

Placing of 30,290,000 new Ordinary Shares at 25p per share each

AND

Proposed Readmission to AIM



Highlights


  • Huveaux announces proposed acquisition of Lonsdale for a maximum
    consideration of £6.8 million

  • Raising £7.0 million through placing of 30,290,000 new ordinary shares

  • Lonsdale is a leading publisher of revision guides in England, Wales and
    English-speaking schools overseas

  • The acquisition of Lonsdale doubles Huveaux's size

John van Kuffeler, Chairman of Huveaux PLC, commented:

'I am delighted to announce today the acquisition of Lonsdale. This is the
second acquisition in eight months and is an important step in achieving our
corporate objective of building a substantial media and publishing group.
Lonsdale is a successful operation that fits in well with Huveaux's strategy and
is in a rapidly expanding sector.'





For further information, please contact:

John van Kuffeler, Huveaux PLC                          020 7245 0270

Frank Malcolm, Brewin Dolphin Securities                0131 529 0311

Jonathon Brill/Bella Jowett, Bell Pottinger Financial   020 7861 3874







HUVEAUX PLC ('Huveaux' OR 'the Company')

Proposed Acquisition of Lonsdale SRG ('Lonsdale')

Placing of 30,290,000 new Ordinary Shares at 25p per share each

AND

Proposed Readmission to AIM





Huveaux PLC, the media and publishing company formed by John van Kuffeler and
Timothy and Christina Benn in 2001, today announces that it proposes to acquire
Lonsdale, a leading publisher of revision guides and workbooks for school pupils
in England, Wales and English-speaking schools overseas. The initial
consideration of up to £5.0 million is payable in cash and for a maximum
deferred consideration of £1.8 million. To help fund this acquisition and
provide additional cash resources, Brewin Dolphin Securities has placed
30,290,000 new ordinary shares of Huveaux at 25p per share raising approximately
£7.0 million (net of expenses). As the acquisition of Lonsdale more than doubles
Huveaux's size, Huveaux must re-apply for the admission of its enlarged share
capital to AIM.



BACKGROUND

Huveaux was admitted to AIM in December 2001 having raised £2.75 million net of
expenses for the purposes of making acquisitions in the publishing and media
sector.

In August 2002, Huveaux acquired Vacher Dod, the UK's leading publisher of
parliamentary and government directories, for a cash and shares consideration of
£4.5 million. In association with this acquisition, Huveaux raised a further
£2.6 million (net of expenses) from a second share placing.

The following are key trading criteria for acquisitions by Huveaux:


                   •   operations in publishing, creative production and/or
                       specialist media services;

                   •   an established profitable business; and

                   •   opportunities for further expansion.

As with Vacher Dod, Lonsdale fulfils all of these criteria.

LONSDALE

Lonsdale is a North of England-based partnership that publishes revision guides
and workbooks for school pupils in England, Wales and English-speaking schools
overseas. Although founded only some 6 years ago, Lonsdale now sells 1.2 million
school books a year, has a current annual turnover of some £2.2 million and, in
the year to July 2002, made (adjusted) pre-profits of £839,000. The Partners'
funds invested in Lonsdale at 31July 2002 were £933,000.

The initial consideration for Lonsdale is to be £4.6 million payable in cash
plus a stock deposit of £275,000; following valuation of the stock at
completion, the stock payment may be reduced, or increased to a maximum payment
of £400.000. Further consideration of up to maximum of £1.8 million (part of
which would be in Huveaux shares) will also be payable depending upon the growth
in turnover of, and the number of profitable new titles launched by, Lonsdale
between now and 31 December 2004.

REASONS FOR ACQUISITION

In common with Vacher Dod, Lonsdale has a leading position in its specialist
market. The short and accurate revision guides it has helped to pioneer have
opened up a new publishing sector that is expanding rapidly. The acquisition of
Lonsdale also meets Huveaux's key financial criteria for acquisitions, which
are:


                        -     high margins;

                        -     profitability; and

                        -     cash generation

In addition, like Vacher Dod, Lonsdale mainly has a direct relationship with its
customers and does not generally sell through a third party wholesaler or
distributor. Huveaux's own market research has shown that there are still
several subjects in which there could be unfulfilled demand from teachers and
pupils for the type of revision guides that Lonsdale publishes.

Huveaux expects Lonsdale to make a substantial contribution to its earnings per
share in 2003 and thereafter.

PLACING OF NEW ORDINARY SHARES

The maximum initial purchase cost of the Acquisition is £5.0 million. Of the
maximum £1.8 million deferred consideration, a maximum £1.4 million would be
payable in cash and a maximum £400,000 in new Huveaux ordinary shares to be
credited at 35p.

At 31 December 2002, Huveaux's cash resources amounted to £1.36 million, leaving
to be funded a balance of £5.04 million of the cash element of the maximum
purchase price. To help meet this balance and to provide additional cash
resources, Brewin Dolphin Securities has, on behalf of the Company, placed
30,290,000 new Ordinary Shares at a price of 25p per share to raise £7.0 million
net of expenses.

ADMISSION TO AIM

Under the AIM Rules, the acquisition of Lonsdale which more than doubles
Huveaux's size, as with that of Vacher Dod, is termed a reverse take-over.
Accordingly, if shareholder approval is given for the Acquisition, the Company
must reapply for admission of its Ordinary Shares, as enlarged by the Placing,
to trading on AIM. The Directors have been advised by Brewin Dolphin, Nominated
Adviser to Huveaux, that it is confident that, as was the case following the
acquisition of Vacher Dod, readmission will be granted.

PRELIMINARY RESULTS AND TRADING PROSPECTS

Huveaux's preliminary results for the year ended 31 December 2002 were announced
on 28 February. These showed sales of £1.05 million, pre-tax profits of £368,000
and earnings per share of 2.05p. A final dividend of 0.75p per share will be
paid on 28 March 2003 to shareholders on the register at 24 March 2003.

On 1 August 2002, Huveaux acquired Vacher Dod which in the subsequent 5 months
of 2002 achieved a pre-tax profit of £391,000. In that period, Vacher Dod
launched several new titles including Dod's Scottish Companion, Dod's Civil
Service Companion and Dod's Constituency guide. On-line sales in the year rose
30 per cent. The outcome in the 5 months to December 2002 was very satisfactory
and underlines Vacher Dod's excellent reputation in its specialised and growing
area.

Vacher Dod is the UK's leading publisher of parliamentary directories, its most
prominent publications being Dod's Parliamentary Companion and Vacher's
Parliamentary Companion. A rising volume of legislation and regulation is
causing companies, trade associations, special interest groups, mutual
organisations, health trusts, charities and other institutional organisations to
understand the workings of all aspects of government and to know the
responsibilities and identities of key decision-makers. This requirement relates
not only to the UK Government at Westminster, but also to the institutions of
the European Union and, more recently, to the regional bodies in Scotland,
Northern Ireland and Wales. Accordingly, Vacher Dod, which provides vital
'business-to-business' political information, is experiencing growth.

Vacher Dod's publications not only take the form of printed directories and
books, but are also available in the form of CD-ROM and over the Internet.
Positive cash flow is generated as most sales are paid for in advance.

The year to December 2003 is expected to see a first, substantial profit
contribution from Lonsdale which is projecting to launch a further 10 new
educational titles. After a good performance in the second half of 2002, Vacher
Dod expects to continue its growth in 2003. The overall outlook for 2003 is
therefore most satisfactory. It should be noted, however, that Lonsdale and
Vacher Dod each has sales and profits that are largely weighted towards the
second half of Huveaux's financial year. Their main selling periods are at the
beginning of the academic and parliamentary year, both of which start in the
autumn.

Over the longer term, Huveaux is confident that Vacher Dod and Lonsdale are in
growing markets and well placed to achieve further growth. In addition, Huveaux
will continue to target further acquisitions that meet its criteria of sales'
growth, high margins, profits' growth and cash generation.

EXTRAORDINARY GENERAL MEETING

An extraordinary general meeting of Huveaux, to be held on 28 March 2003, is
being convened to approve the acquisition of Lonsdale and to increase the
authorised share capital of the Company.

A circular containing information on Huveaux, Lonsdale, Vacher Dod, the placing
and readmission, together with a notice convening the EGM, is being dispatched
to shareholders today. Copies of the circular are available to members of the
public at the offices of Eversheds, Senator House, 85 Queen Victoria Street,
London EC4V 4JL for a period of one month from the date of this announcement.

Huveaux's annual report and accounts for 2002 are also being despatched to
shareholders today.



3rd March 2003

++


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