Acquisition of Placing
Newmark Security PLC
30 June 2004
Newmark Security Plc ('Newmark Security' or the 'Group')
Acquisition of Custom Micro Products Limited and £700,000 placing
Newmark Security is pleased to announce that it's wholly owned subsidiary,
Newmark Group Limited, has today conditionally agreed to acquire the entire
issued share capital of Custom Micro Products Limited ('CMP'), for total
consideration of up to £2.885 million. The initial consideration of £800,000 is
to be satisfied in cash on completion, with two tranches of deferred
consideration of £1.4 million and £685,000 respectively, the latter payable on
the achievement of profit before tax of £600,000 for the year ending 30 April
2005. CMP was established in the early 1980's to exploit the market potential
for microprocessor-based products. CMP's products are divided into the following
core ranges; time and attendance systems, access control products, shop floor
data collection terminals, smart card applications, network connectivity
products and biometric readers.
CMP recorded turnover of approx £3.35 million and pre-tax profits of £500,000 as
per the unaudited management accounts for the year ended 31 January 2004.
In order to part fund the acquisition of CMP, the Company also announces today
that it has raised an additional £700,000 (before expenses) through a private
placing of 56,000,000 ordinary shares at 1.25p per share.
Application has been made for the 56,000,000 new ordinary shares to be admitted
to trading on AIM and admission is expected to take place on Tuesday 6 July 2004
('Admission').
As part of the placing, Alexander Reid, a director of the Company, and RK
Harrison & Company Limited, a company in which he is the controlling
shareholder, have subscribed for, in aggregate, 18,391,666 new ordinary shares
at 1.25p per share. Mr Alexander Reid will hold or have a beneficial interest
in, on Admission, in aggregate 53,583,237 ordinary shares representing
approximately 14.7 per cent. of the enlarged issued share capital of the Company
on Admission. In addition, Rosa Maris Limited, a company in which Ellie Dwek,
Maurice Dwek's brother, has an interest in, has subscribed for 16,000,000 new
ordinary shares at 1.25p per share. Mr Ellie Dwek will hold or have a beneficial
interest in, on Admission, 18,000,000 ordinary shares representing approximately
4.9 per cent. of the enlarged issued share capital of the Company on Admission.
Commenting on the acquisition of CMP, Maurice Dwek, Chairmen said 'I am
delighted we have been able to acquire CMP which is complementary to our
existing access control business within Grosvenor Technology which we acquired
in 2002, and will both strengthen our product and customer base and enhance our
earnings per share.'
Enquiries:
Maurice Dwek, Brian Beecraft, Newmark Security 0207 355 0070
Mark Percy, Seymour Pierce Limited 0207 107 8000
This information is provided by RNS
The company news service from the London Stock Exchange