Acquisition
Screen PLC
16 July 2001
FOE RELEASE
16 JULY 2001
7:30AM
SCREEN PLC: ACQUISITION
PURCHASE OF SPECIALIST SOFTWARE DEVELOPER PENTYRE LTD
Screen Plc ('Screen'), a leading provider of advanced security and
communication systems, announces that it has acquired Pentyre Ltd ('Pentyre'),
a specialist software developer, for an immediate consideration of £750,000 to
be satisfied by the issue of 555,556 ordinary shares and £400,000 in cash,
with a deferred consideration of £300,000 in shares to be paid in January
2002, providing sales targets are met.
An additional earn out element could result in further payments should
revenues exceed expectations over the next 12 months. The additional payment,
payable in shares and/or cash at Screen's discretion, will be 35% of the
amount by which revenues to the end of this year and in the first six months
of next year exceeds the pro-rata target of £1,500,000 per annum, up to a
maximum payment of £1,000,000. Therefore the maximum potential consideration
is £2,050,000. In the event that any acquired intellectual property rights
are sold before the end of 2002 and achieves more than twice the agreed value
of such rights, further sums would become payable by Screen to the vendors.
Pentyre specialises in the development and support of software for
surveillance, imaging, real-time control and communications systems. Their
solutions are used in a range of demanding environments including the London
Underground. The company offers a comprehensive set of control centre
software products for both the public and private sectors, and provides
project based development services to many leading international
communications and control equipment manufacturers.
Pentyre supports a wide range of customers including Bosch, BT, Ericsson,
Motorola, Siemens, the London Underground, many Local Authorities and the
Sydney Opera House, where its security & surveillance system is used to
monitor all of the CCTV cameras within the Opera House precinct.
The acquisition further strengthens Screen's position as a leading solutions
provider to the public sector, especially in transport infrastructure
projects, and enhances its ability to deploy its skills and expertise into
commercial markets. It adds significant IPR and increases the software
development capability of the Group, allowing Screen to offer more value added
products and complete solutions to its growing client base.
Said Owen Williams, Screen Plc Chairman:
'The synergy between Pentyre and several of the Screen business units is quite
remarkable. Key products such as their integrated security control system and
their digital video monitoring software complements and adds value to the
products and services offered by our Petards Vision subsidiary, while
Pentyre's close working relationship with many innovative equipment
manufacturers will benefit our mobile data operations.'
He added:
'This acquisition gives us access to a range of innovative products, leading
edge development skills and a customer base of major international public and
private sector customers. In line with our earlier acquisitions, Pentyre
brings with it strong management, quality products, and an established
customer base, with obvious opportunities to grow organically and to add value
to our other business units, which have now been integrated, re-branded under
the Petards name and are performing strongly.'
Pentyre is based in Hemel Hempstead and has 21 employees. Audited accounts
for the year ending 31 May 2000 showed turnover £1.28m and profit before tax
of £22,000. Net asset value is approximately £30,000.
The acquisition is Screen's fourth, and follows the successful integration of
Europe's leading police in-car video evidence company, and a customer
relationship management software business with applications for mobile data
devices. Screen spent much of 2000 laying the base for future growth and
started 2001 with the acquisition of the Civil Systems division of BAE Systems
Plc for £1.1m in cash. Now Petards Civil Systems, the company specialises in
software development and systems integration for fire brigades, airports and
major infrastructure projects.
ENDS
Screen, listed on AIM since 1997, is a business-to-business solutions provider
specialising in advanced security, communications and mobile data systems for
the police and fire services, as well as central and local government,
utilities and commercial sectors. Under the Petards brand, Screen develops
and supports market-leading solutions for surveillance, integrated mobile
data, in-car video and automatic recognition systems, customer relationship
management and corporate knowledge delivery systems, emergency services MIS,
mobilisation and command & control systems.
Screen employs 150 people in the UK and Denmark and operates in over 46
countries. Screen's most visible product is ProVida, the in-car video
evidence systems used by many of the world's police forces. Footage from this
product regularly features in TV programs such as 'Police Camera Action'
across the world.
Pentyre Products:
PenControl is a surveillance control centre software product that enables
clients to monitor the security of their staff and assets in a highly
effective manner. The product supports a range of different manufacturers
security equipment, allowing the client to choose the most cost effective
equipment rather than having to purchase equipment supplied by control centre
software supplier.
Argus-IP. The Internet has opened up the market for low cost and easy
communications as long as the devices use the Internet Protocols (IP). Camera
manufacturers are taking advantage of this by designing IP based video cameras
to provide high quality images that meet the requirements of the security
industry. Argus-IP is a new product that enables the recording, storage and
retrieval of IP video. It provides a range of video processing functions (e.g.
motion, colour, brightness detection) to allow computer processing of moving
IP video images to detect security events.
PenPoint uses the latest telephony and voice processing techniques to monitor
mobile employees, recording their work and checking their safety. It can be
used for simple lone worker monitoring or for sophisticated service provision
monitoring.
PenWorks is a comprehensive and easy to use message handling and distribution
system. It is aimed at organisations, which require a centralised control
centre for distributing tasks to its own mobile workers or to sub-contractors.
A typical user is an organisation that needs to maintain its property stock
by accepting calls requesting maintenance work and then scheduling its repairs
staff to attend to the requests.
Argus is a large image capture, storage and retrieval product that enables
images to be captured from normal analogue CCTV cameras. It can be linked to
Automatic Number Plate Recognition software to form a highly effective vehicle
tracking system for port, harbours and other areas with large traffic flows. A
special use of this product is for damage control where, for example, a
shipping line may get claims for damage to vehicles in transit. Photographs of
the vehicles are taken prior to loading and after unloading to enable
verification, or otherwise, of an insurance claim.
CareControl is a control centre software product specifically designed to
support a wide range of manufacturers social alarm units. It enables a local
authority or housing association to monitor the well being of elderly, sick,
or disadvantaged people.
Contacts:
Screen Plc Petards Vision Binns & Co PR Ltd
Owen Williams - Mike Williams Peter Binns
Chairman
Tel: 01932 788288 Paul McManus
Tel: 01628 820011
Email: Tel: 020 7786 9600
Email: m.williams@petards.com
info@screenplc.com Email:
www.petards.com paul.mcmanus@binnspr.co.uk
www.screenplc.com