Acquisition

Tribal Group PLC 20 December 2002 Tribal Group plc 20 December 2002 Major expansion of healthcare interests Acquisitions of Kingsway and Action Medical Tribal Group plc ('Tribal Group'), the provider of professional support services to the UK public sector, is pleased to announce a major expansion of its interests in health with the acquisitions of Kingsway Advertising Holdings Limited ('Kingsway') for a total consideration of up to £14.4 million and Action Medical Limited ('Action Medical') for a total consideration of up to £9.1 million. Kingsway is the largest independent supplier of recruitment advertising services to the health sector and has over 120 NHS trusts in its client base. Action Medical is a leading supplier of Allied Health Professionals (principally, therapists) to the health service and is currently working with over 100 NHS trusts. The acquisitions of Kingsway and Action Medical represent a substantial expansion of Tribal Group's HR and recruitment interests in the health sector and will lead to significant development opportunities. For example: • Tribal Group will become one of the three largest suppliers of recruitment advertising services to the NHS and will become one of the largest suppliers of such services to the public sector as a whole; • Tribal Group will be able to offer its existing executive search and selection and HR consultancy services (currently focused on local government) to Kingsway's client base in health; • Tribal Group's nationwide network of offices will facilitate the expansion of Kingsway's business outside of its current focus on London and the South-East; • The two acquisitions will allow Tribal Group to develop a broadly-based business providing a comprehensive range of HR and recruitment solutions to the health sector; and • The expansion of its HR interests will place Tribal Group in a strong position to provide services under the government's proposed franchising of NHS trust management. The Board of Tribal Group expects the acquisitions of both Kingsway and Action Medical to be immediately earnings enhancing. Commenting on the announcement, Henry Pitman, Chief Executive of Tribal Group, said: 'We are delighted to announce the acquisitions of Kingsway and Action Medical which, together with our existing recruitment and HR interests in Tribal GWT, will allow us to offer a wide range of recruitment and HR services to our public sector client base. We have identified a number of areas where the addition of Kingsway and Action Medical will enable us to accelerate the growth of our HR activities. As a result of these acquisitions, Tribal Group will be at the forefront of recruitment and HR services in the public sector, an area where we believe there will be significant future opportunities. Since the beginning of 2002, healthcare has become an increasingly important market for Tribal Group and we are committed to building one of the leading consultancy and support services businesses in this area. In the year ending 31 March 2004, we expect our healthcare operations to account for more than 30 per cent. of our total turnover.' Kingsway Kingsway is the largest independent supplier of recruitment advertising services to the NHS. It is one of only eight companies appointed to the NHS National Contract for recruitment advertising. Kingsway has over 120 NHS clients with whom it has exclusive contracts of up to three years duration. It also has a significant presence in the local government and education sectors. Kingsway complements Tribal Group's existing interests in public sector recruitment and HR consultancy and will allow the combined business to offer a comprehensive range of services to the group's core markets of health, education and local government. Tribal Group has purchased the entire issued share capital of Kingsway. In the 12 months ended 30 April 2002, Kingsway reported operating profit (after normalised directors' remuneration) of £1.4 million on turnover of £27.2 million. Gross revenue, after media costs, was £3.7 million. Net assets at 30 April 2002 were £1.3 million. The initial consideration of £10.2 million (which includes the purchase of cash balances of approximately £1.5 million) has been satisfied by: • £9.4 million in cash; and • the issue of 339,127 new ordinary shares of 5p each in Tribal Group plc ('New Tribal Group Kingsway Shares'). The New Tribal Group Kingsway Shares may not be sold by the vendors for at least twelve months. Deferred consideration of up to £4.2 million will be paid based on the growth in operating profit of Kingsway in the two years ending 31 March 2004. The deferred consideration will be satisfied by the issue of new Tribal Group shares or, at Tribal Group's option, loan notes, save for the first £1,200,000 of deferred consideration which will be satisfied in loan notes. Application has been made for admission of the New Tribal Group Kingsway Shares to trading on the Official List of the London Stock Exchange. It is expected that the New Tribal Group Kingsway Shares will commence trading on the Official List on 27 December 2002. The New Tribal Group Kingsway Shares will rank pari passu in all respects with the existing ordinary shares of 5p each in Tribal Group. Action Medical Action Medical provides temporary and permanent recruitment solutions to the NHS and private sector hospitals and clinics. Action Medical works with Allied Health Professionals ('AHPs'), principally physiotherapists, occupational therapists and speech and language therapists. Over 95 per cent. of revenue is generated from placing AHPs in temporary (locum) contracts. Turnover is predominantly derived from the health service, where Action Medical has strong relationships with managers in the majority of NHS Trusts. Currently, the Company has 140 therapists in locum contracts, with a further 70 active locums available. Tribal Group has purchased the entire issued share capital of Action Medical. In the 12 months ended 30 September 2002, Action Medical reported operating profit (after normalised directors' remuneration) of £538,000 on turnover of £4.56 million. Net assets at 30 September 2002 were £785,000. The initial consideration of £3.325 million (which includes the purchase of cash balances of approximately £500,000) has been satisfied by: • £2.45 million in cash; and • the issue of 369,198 new ordinary shares of 5p each in Tribal Group plc ('New Tribal Group Action Medical Shares'). The New Tribal Group Action Medical Shares may not be sold by the vendors for at least twelve months. Deferred consideration of up to £5.75 million will be paid based on the growth in operating profit of Action Medical in the four years ending 31 March 2006. The deferred consideration will be satisfied by the issue of new Tribal Group shares or, at Tribal Group's option, loan notes, save for the first £1,625,000 of deferred consideration which will be satisfied in cash. Application has been made for admission of the New Tribal Group Action Medical Shares to trading on the Official List of the London Stock Exchange. It is expected that the New Tribal Group Action Medical Shares will commence trading on the Official List on 27 December 2002. The New Tribal Group Action Medical Shares will rank pari passu in all respects with the existing ordinary shares of 5p each in Tribal Group. For further information contact: Henry Pitman, Chief Executive Tribal Group plc Tel:01285 886020 NOTES FOR EDITORS Tribal Group plc is a consultancy and support services organisation, delivering a range of management consultancy, HR, training, IT, information management and property services to the UK public sector. The group's principal markets are education, health and local government. Tribal Group has 1,200 employees operating nationwide. It is listed on the main market of the London Stock Exchange and has a market capitalisation of approximately £118 million. END This information is provided by RNS The company news service from the London Stock Exchange

Companies

Tribal Group (TRB)
UK 100