Acquisition etc

Capitaltech PLC 8 August 2000 CapitalTech PLC ('CapitalTech') 1. Property Unit Trusts CapitalTech has entered into Schemes of Amalgamation to merge the assets and liabilities of three property unit trusts, The Norcity Residential Unit Trust ('Norcity'), the Neill Clerk Residential Unit Trust ('NC') and the Clyde Residential Unit Trust ('Clyde') into CapitalTech, conditional upon the approval of unit holders in the trusts at Extraordinary General Meetings to be held on 31 August 2000. None of the transactions are interdependent of each other. In terms of the AIM Rules, the following information is given as to the net assets and profit/(loss) of each of the trusts derived from unaudited management accounts for the 9 months to 29 February 2000. Net Asset Value Profit/(loss) Norcity £5.474m £81,786 NC £3.476m £117,268 Clyde £0.666m (£10,523) Each of the trusts holds investment in residential property amounting to, in aggregate, £21m gross as valued for the foregoing management accounts. CapitalTech believes that the primary benefit of the transaction is the addition of a substantial portfolio of assets, (which provide a satisfactory yield and are regarded as being in realisable lot sizes) to its own portfolio of residential property. Two further aspects of these transactions are considered favourable by CapitalTech: A substantial amount of the property is in Glasgow, providing above average rental yield, and the trust management costs are such that CapitalTech expects to achieve substantial cost savings. Consideration: If the schemes are approved by the unit holders, the unit holders will be issued new ordinary shares in CapitalTech on the following basis; Norcity 14,707,404 shares, NC 9,315,047 shares and Clyde 1,789,392 shares. Application for these ordinary shares of 2 pence each to be admitted to trading on the Alternative Investment Market of the London Stock Exchange ('AIM') will be made and trading is expected to commence on 20 September 2000 following completion of the transfer of all assets and liabilities to CapitalTech. If the transactions become unconditional the ordinary share holdings of CapitalTech's largest shareholders, the Adair Trusts, would fall from 90.48% to 50.60%. 2. BCL International Holdings Limited CapitalTech has acquired an effective 5% interest in BCL International Holdings Ltd, a group of companies in the IT recruitment sector, and expanding as below. The consideration is £500,000 payable in cash, calculated by valuing the BCL group at £10m. This is a related party transaction. The acquisition has been effected by acquiring from the Adair Trusts (CapitalTech's largest shareholder, and in which CapitalTech's Chairman, Robert Adair, has an interest) (a) an interest of 6.713% in the single issued £1 share of Earlycall Ltd (Earlycall holds 74.48% of BCL International Holdings Ltd) and (b) £484,683.48 Debenture Loan made by the Trusts through an intermediate company to Earlycall Ltd (which bears interest at 2.5% over Bank of Scotland base rate). The audited accounts of Earlycall Ltd consolidated with the BCL group after excluding minority interests for the period 26 January 1998 to 30 September 1998 show turnover of £8.7m, loss of £1.4m and net liabilities (after providing for shareholder loans of £5.6m of which part is being acquired by CapitalTech) of £1.4m. Unaudited accounts for the year to 30 September 1999 show comparative figures of, respectively, £13.5m, £2.4m and (after shareholder loans of £5.9m) £3.7m. The BCL group formed in 1983 has, in general, a history of operating profit and growth, but profitability was inhibited during the periods of the Y2K impact on the industry sector, whilst it continued to develop and invest in the e-commerce aspects with a view to future expansion and profitability. In acquiring the 5% interest in the BCL group, CapitalTech believes it is acquiring a significant stake in a group which is capable of an early return to profit, and presents the possibility of substantial value in its new graduate recruitment business. The Directors of CapitalTech, excluding Mr Adair who has an interest in the transaction, are of the opinion, having consulted with CapitalTech's nominated adviser, Noble & Company Limited, that the terms of the transaction are fair and reasonable so far as the shareholders of CapitalTech are concerned. The BCL group has developed a number of branded divisions, each focusing on a specific sector. Of particular interest is the new launch of an Internet graduate recruitment business, GraduateBase.com. CapitalTech already has interest in this area, through Adrenaline Media Ltd and DiversityNow Ltd. 8th August 2000

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