Acquisition of Catalis Group

ATA Group PLC 11 October 2000 Acquisition of Catalis Group Limited ATA Group plc (ATA), a human resource support services group which provides employment solutions and training services, announces that it has conditionally agreed to acquire the whole of the issued share capital of Catalis Group Limited (Catalis). Catalis is a provider of training services and carries out audits of training standards on behalf of the Railway Industry. The initial consideration of £1.35 million is payable in cash. In addition, the Company has agreed to ensure that Catalis has the necessary resources to repay a medium term loan, including interest, amounting to £650,000 in total. If the profits before taxation of Catalis for the period ending 31 March 2001 are less than £310,000, the vendors of Catalis have undertaken to repay ATA a sum of up to £416,000. Deferred consideration, of up to £939,000 will be payable, dependent on the profits before taxation of Catalis during the period from 1 April 2000 to 31 March 2001. The deferred consideration will be satisfied either by cash or by the issue and allotment of new ordinary shares in ATA based on a multiple of profits after taxation of Catalis, less the initial consideration and the amount of the medium term loan that has been repaid. Catalis operates through two wholly owned subsidiaries - Catalis Rail Training Limited (Catalis Rail Training) and Rail Training Audit Services Limited (RTAS). The College of Railway Technology Limited, subsequently renamed Catalis Rail Training, was the subject of a management buy-out as part of the privatisation of British Rail before being sold to Catalis Group Limited in 1997. It has an unrivaled signaling equipment, instructor base and reputation and is a major provider of infrastructure based technical training to the Railway Industry. Catalis is the largest independent provider of Competence Assurance and Training and Development Services across a complete range of skills required within in the new Railway Industry. Catalis occupies substantial conference and training facilities in Derby and has recently made good progress in encouraging business from outside bodies. RTAS was established in 1999, with the direct support of Railtrack to audit the standards of occupational competence in safety critical areas. For the year ended 31 March 2000, Catalis had turnover of £4.84 million and operating profit of £29,000. At 31 March 2000, Catalis had net assets of £0.37 million. To satisfy the initial cash consideration, Teather & Greenwood Limited (Teather & Greenwood) has, on behalf of ATA, undertaken to place new ordinary shares of 1 pence each with institutional and other investors. Commenting on this acquisition, Bill Douie, Chairman, said: 'The acquisition of Catalis is in accordance with ATA's strategy of extending its exposure to training in the Corporate sector. We believe that Catalis is an excellent fit with ATA as, in addition to providing us with immediate access to a growing area of the UK economy and one in which the government is committed to provide additional funding, it will enable ATA to expand its current activities into a broader arena. We believe that the cash generative nature of ATA will provide the necessary resources to maximise the expansion and development of Catalis and we look forward to working with our new colleagues to achieve this.' 'I am happy to reaffirm the confidence I expressed in the interim statement. Trading continues positive and up to directors' expectations and I am pleased to announce that our interactive recruitment website is now live.' A circular from the Chairman detailing further terms of the acquisition will be sent to shareholders in due course. Enquiries: ATA Group plc Bill Douie, Chairman 0117 924 1600 Clive Chapman, Chief Executive Teather & Greenwood Limited Rick Thompson, Director 020 7426 9073 College Hill Giles Cooper 020 7457 2020

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