Acquisitions

Spice PLC 25 September 2007 25 September 2007 Spice plc Acquisitions of GMT Holdings Limited and Mechanical and Electrical Training Company Limited Spice plc ("Spice" or "the Group"), the provider of outsourced infrastructure support services to the Commercial, Public and Utility Sectors, is pleased to announce the acquisitions of GMT Holdings Limited and Mechanical and Electrical Training Company Limited. These acquisitions will both become part of Spice's Public Services division and further extend the national footprint of Spice's gas business as well as enhancing and supporting the supply and retention of skilled engineers in the Group. Mechanical and Electrical Training Company Limited The acquisition of Mechanical and Electrical Training Company Limited ("MET") is for an initial cash consideration of £4.0 million. The price paid represents a multiple of 4.95 times adjusted operating profit for the year ended 31 January 2007. Additional contingent cash consideration will be payable for the 24 month period ending 31 August 2009 based on the performance of MET over that period. This consideration will be calculated as a multiple of 4.0 times operating profits for the 14 months ending 31 October 2008 and a multiple of 3.0 times operating profits for the 10 months ending 31 August 2009. The initial consideration is subject to adjustment based on the working capital at completion with a maximum adjustment of £0.6m becoming payable following the production and agreement of completion accounts. There will be a cap on the maximum total consideration payable, including contingent consideration and the working capital adjustment, of £15.6 million. MET was established in 2002 and is principally owned by its directors, Andrew MacDonald and Leslie Wilson and Atlas Trust Company (Jersey) Limited. Both Andrew MacDonald and Leslie Wilson will remain with the business following the acquisition. MET employs 59 people. MET provides training services to learners in the plumbing, electrical, gas, and heating (including renewable energy installations) sectors. These learners are typically either self funded or part of publicly funded or employer supported training arrangements. MET has a well developed, nationally recognised and accredited syllabus and draws learners from across the UK to its dedicated training centre in Rotherham. MET also assists learners with course related work placements and with finding permanent employment upon attaining qualifications. The unaudited financial statements of MET for the year ended 31 January 2007 show turnover of £3.7 million and adjusted operating profits of £0.8 million. Net assets at 31 January 2007 were £0.5 million. GMT Holdings Limited The acquisition of GMT Holdings Limited and its wholly owned subsidiary, Gas Maintenance and Training Limited (together "GMT"), is for an initial cash consideration of £2.5 million. The price paid represents a multiple of 6.2 times adjusted operating profit for the year ended 30 June 2007. Additional contingent cash consideration of 3.0 times operating profit for the 12 months ending 31 August 2008 will also be payable based on the performance of GMT over that period The initial consideration is subject to adjustment based on the working capital at completion with a maximum adjustment of £0.05 million becoming payable following the production and agreement of completion accounts. There will be a cap on the maximum total consideration payable, including contingent consideration and the working capital adjustment, of £5.05 million. GMT was established in1998 and is owned by Andrew MacDonald and Atlas Trust Company (Jersey) Limited. Andrew MacDonald is one of two current directors of GMT and will be remaining with the business following the acquisition. GMT installs, services and maintains gas appliances and heating systems in over 19,000 domestic and commercial properties owned by social housing bodies and local authorities in South Yorkshire and the North Midlands. Service and maintenance agreements are typically for periods of between two and five years. The range of services provided includes the annual review of appliances and systems, the production of certificates for landlords confirming compliance with safety regulations and any related servicing and repairs. GMT employs 38 people including approximately 25 CORGI registered gas engineers. The unaudited financial statements of GMT for the year ended 30 June 2007 show turnover of £2.1 million and adjusted operating profits of £0.4 million. Net assets at 30 June 2007 were £0.1 million. Simon Rigby, Chief Executive Officer of Spice, said: "The acquisition of GMT strengthens our Public Services division and means that our operational capability is now extended to also cover South Yorkshire and the North Midlands. Spice remains committed to its strategy of achieving national coverage in the UK market, using established regional businesses and brands. Across the Public Service division, we now have access to nearly 340 CORGI registered gas engineers which provides us with an excellent platform to provide our clients with a responsive and effective service. The acquisition of MET will provide our Public Services division with a ready supply of 'best in class' gas, plumbing and heating engineers whilst offering a sustainable and growing entry into the training market. MET offers significant opportunities for cross selling and the prospect of further strengthening, supporting and adapting the skills of our workforce throughout Spice. The introduction of new training modules (not least in support of our Electricity business), widening the marketing and increasing regulatory requirements provides a solid foundation for the future of MET as part of Spice. Both acquisitions are valuable additions to the Group in their own right (and we expect to grow both GMT's and MET's profits over the current year) but also mark significant platforms for us to enter the commercial gas market and also to support National Grid Gas further." Andrew MacDonald, Managing Director of both GMT and MET, said: "Both GMT and MET are delighted to be joining Spice, which provides an excellent platform and opportunity to achieve the business ambitions for both companies. I believe there are substantial opportunities for us with MET becoming a " private training" market leader offering sustainable opportunities and further development to both staff and learners alike, and GMT sustaining a market growth strategy based on quality service delivery. Our gas business will add further coverage to the existing Spice operations and provides GMT with access to a much wider resource base. We have been impressed by the commitment to training across the Spice group and I believe MET will continue to grow its training activities within Spice." Ends Enquiries: Spice plc Tel: 0113 384 3838 Simon Rigby, Chief Executive Officer Oliver Lightowlers, Group Finance Director Carl Chambers, Corporate Development Director Financial Dynamics Tel: 020 7831 3113 Billy Clegg Caroline Stewart KBC Peel Hunt Tel: 020 7418 8900 Julian Blunt NOTES TO EDITORS Spice plc Spice is a support services business operating in the Commercial Services, Public Services and Utility Services sectors. The Group's operations were founded in 1996 and have their origins in the electricity industry, though the range of activities has since been expanded into the water sector, niche telecommunications services, the public sector energy management and commercial facilities management. Spice's businesses have a common theme of delivering and co-ordinating infrastructure services to customers, and the technological element within the product mix has been built up significantly over the course of the last three years. This information is provided by RNS The company news service from the London Stock Exchange
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