Acquisition

Ten Alps PLC
31 March 2006



RNS 31 March 2006:



Ten Alps plc ('Ten Alps' or 'the Company')



Ten Alps targets internet TV market through the acquisition of public sector
media/contract publishing company McMillan-Scott Limited

for up to £12.25m in cash on a debt-free, cash-free basis



Ten Alps, the factual TV production group, announces the acquisition of
specialist media/contract publishing company McMillan-Scott Limited ('
McMillan-Scott') for up to £12.25m in cash on a debt-free, cash-free basis ('the
Acquisition'), to enhance its development of public sector internet and digital
TV beyond its existing interest in the Teachers' TV project.

McMillan-Scott's average turnover over the past three years was £26.14m.  The
maximum acquisition price will become payable if McMillan-Scott achieves
underlying EBIT of £1.4m for the nine-month period ending December 31, 2006.

McMillan-Scott and its c.250 staff publish and/or manage advertising sales in
over 300 publications in the public and business to business sectors.
McMillan-Scott has offices in London, Macclesfield and Manchester and has a
leading position in the UK not-for-profit sector contract publishing market.  It
placed c.47,000 adverts in the last financial year and it has a number of
multi-year contracts in place.



McMillan-Scott's titles cover almost every segment of the public sector.  Its
clients include government agencies, local authorities, trade associations and
professional institutes.  It is an expert publisher across many business areas
including education, medical, transport, power, construction, commerce, leisure,
defence and utilities.



'The client and advertiser base of McMillan-Scott is almost a definitive
dictionary of possible customers for a UK public sector web-based media and
internet TV provider, as the opportunity for niche channels evolves,' said Ten
Alps co-founder and non-executive director Bob Geldof.



'Ten Alps is now a TV publishing company as well as a TV production company - a
new model to fit the era in which web TV platforms can change the ability of
production companies to directly access advertising customers and viewers.  This
deal advances our plans by years and provides us with a stable, cash-generative
division, with attractive products and very impressive staff,' said Ten Alps
Chief Executive Alex Connock.



Former majority owner of McMillan-Scott, Martin McMillan, said: 'I am pleased
that the business we have built up over the last 35 years is joining a young and
vibrant company which has admiration for our team and desire to build on our
success.  I believe that the combined strengths of the two organisations will
make a formidable business.'



McMillan-Scott's Chief Executive since 2002, Adrian Dunleavy, said: 'This is a
great deal for McMillan-Scott, its staff and its clients. It opens new horizons
for our company and will be an exciting opportunity to build on the strength of
our core business.'





Summary terms of the Acquisition Agreement



Under the terms of the Acquisition Agreement entered into by the Company and the
McMillan-Scott shareholders on 31 March 2006 ('the Acquisition Agreement'), Ten
Alps will initially pay £10.2 million in cash ('the Initial Consideration') for
the entire issued share capital of McMillan-Scott.  Further consideration of up
to £1.75m in cash (the 'Earn Out') is payable subject to the achievement by
McMillan-Scott of underlying EBIT of £1.4 million for the period from 1 April
2006 to 31 December 2006.



£1.2 million of the Initial Consideration is to be retained pending the
calculation of an adjustment based on McMillan-Scott's net debt position as at
30 June 2006.



Adrian Dunleavy, 41, has signed a new service contract to remain as Chief
Executive of McMillan-Scott.  Meanwhile, McMillan-Scott's founder and former
Chairman, Martin McMillan, will remain as consultant to McMillan-Scott for the
duration of the earnout period.



Financing



The Acquisition and initial working capital will be financed through the issue
of up to £13.62 million of senior debt and guarantee facilities provided by Bank
of Scotland.  The initial draw down will be approximately £10.52m with a further
approximately £3.1m of bank guarantees in respect of, inter alia, the adjustment
of the net debt position and the Earn Out referred to above.



In addition, the Company has also conditionally placed up to 7,000,000 new
ordinary shares ('the Placing Shares') with institutional and other investors at
65p per share ('the Placing Price'), raising £4.55m before expenses.  The
Placing Price represents a premium of 2.4 per cent. to the closing middle market
price of a Ten Alps Ordinary Share on 30 March 2006 and application will be made
for the Placing Shares to be admitted to trading on AIM and such admission is
expected to become effective on 6 April 2006.  The net proceeds of the Placing
will be applied towards reducing the bank debt taken on to finance the
Acquisition.



'Ten Alps has not fully utilised its existing cash balances in this deal, in
order to retain flexibility for future acquisitions and internal investments,
working capital for TV programming and some security against unforeseen
eventualities,' said Nitil Patel, Ten Alps' Finance Director.  'Anyone reading
the TV trade press would know that there are substantial opportunities on the
horizon, some of which we are looking at, and it makes sense not to constrain
ourselves.'



McMillan-Scott background



McMillan-Scott produces titles for many government departments and local
authorities in England and Wales.  It is a leading UK publisher for the
not-for-profit sector contract publishing market, and sits within a contract
publishing industry which in 2004 was measured by Mintel / APA at £344m
(predicted to rise to £531m by 2009, representing a higher growth rate than for
UK advertising as a whole).



Ten Alps' belief is that a proportion of this not-for-profit sector contract
publishing business will gravitate online and onto the video internet over the
next five years. Following the Acquisition and given Ten Alps' experience in
this sector through the Teachers TV project, the Ten Alps' Directors expect the
Company to be well placed to secure a meaningful share of this potentially
significant market.



McMillan-Scott's clients include Diabetes UK, Nursing and Midwifery Council, the
UKTI/DTI, British Waterways, The British Veterinary Association, The Caravan
Club, the British Chambers of Commerce, the Association of Accounting
Technicians, Local Authority Building Control, the CBI, the Driving Standards
Agency, the Road Haulage Association and the Royal Aeronautical Society.  Most
of the work is print-based, though there are also evolving web design and events
provision operations within McMillan-Scott.



Over the past three years the average turnover of McMillan-Scott was £26.14m
(with very little variation between the years) and the underlying average EBIT
was c. £1m.  Business is generated principally from advertising sales related to
niche titles and directories, as well as design and other publishing services.
Out of the 300+ publications handled by McMillan-Scott, around 25 titles are
owned by McMillan-Scott, whilst the majority are titles published for clients.



Ten Alps has taken a long term lease on McMillan-Scott's head office in
Macclesfield.  This office houses McMillan-Scott's central functions, which may
be additionally used by other Ten Alps companies over time.



Adrian Dunleavy, Chief Executive, joined McMillan-Scott in 2002.  He was
previously Chief Executive of Nationwide Accident Repair Services PLC and
National Tyre Service Limited, and has held senior management positions with
Continental AG and Shell.  He has signed a new service contract which has
profit-related performance elements related to McMillan-Scott achieving
underlying profits in excess of the earnout targets referred to above.



Ten Alps' Integration Strategy



To crystallise the changes, Ten Alps intends to reorganise into two divisions.
TV & Radio Production, which will include the six broadcast production companies
making programmes for mainstream channels and TV Publishing & Internet, which
will comprise operations which tailor publishing to specific interest groups or
advertisers and will include McMillan-Scott, Ten Alps Internet & Digital TV, Ten
Alps Live and the group's marketing operations.



Ten Alps Internet & Digital TV will be based in the London offices of
McMillan-Scott, in Savoy St. and will be headed by Nigel Dacre, former Chief
Executive of Teachers' TV, which has pioneered public sector TV and now has
around 800+ TV programmes online. The unit will explore opportunities for
internet and digital TV amongst McMillan-Scott's 300+ strong client base,
working alongside its offices and call centres in Macclesfield and Manchester as
well as in London.



Ten Alps has been advised in this Acquisition by Collins Stewart acting as
financial adviser and joint broker in the placing.  Canaccord Adams Limited, Ten
Alps' nominated adviser, acted as joint broker.



Grant of Share Options



Ten Alps intends to grant the following options during the day: the grant to
Alex Connock (CEO and director of Ten Alps) of options over 100,000 ordinary
shares of 2 pence each, the grant to Nitil Patel (Finance Director) of options
over 100,000 ordinary shares of 2 pence each and the grant to Bob Geldof
(Non-Executive Director) of options over 100,000 ordinary shares of 2 pence
each. The options granted to Alex Connock and Nitil Patel shall be granted under
the provisions of the Company's Enterprise Management Incentive Share Option
Plan and the options granted to Bob Geldof shall be unapproved options.  The
exercise price for all options granted will be equal to the closing price of Ten
Alps' shares at the end of today and all options can be exercised between the
day following the date of grant and the tenth anniversary of the date of grant.



For further information



Peter Binns
Binns & Co
0207 786 9600



Ten Alps plc
Alex Connock (CEO)
0207 428 3100



Nitil Patel (Finance Director)
07990 578356



www.tenalps.com




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