PRESS RELEASE 9 July 2002
CHEMRING GROUP PLC ACQUIRES MARINE ELECTRONICS BUSINESS
Chemring Group PLC ('Chemring') announces that it has signed a binding
agreement to acquire the entire issued share capital of ICS Electronics Limited
('ICS'), a company based in Arundel, West Sussex.
The consideration will be made up as follows:
* Initial consideration of £1,500,000 on completion, to be satisfied by the
issue of 468,750 new Chemring ordinary shares based on an issue price of
320p.
* Deferred consideration of up to £300,000, payable in cash on 1 November
2003.
* Deferred contingent consideration, payable over a three year period to 31
May 2005, based on the profitability of certain elements of the ICS
business. The deferred consideration is subject to a cap of £3.3m and will
be paid in cash or shares, at the option of the vendors. The issue price of
any Chemring ordinary shares issued in satisfaction of the deferred
consideration will be not less than 320p.
Completion of the acquisition is conditional upon the initial tranche of
Chemring ordinary shares being admitted to listing. Application will be made to
the UK Listing Authority for the initial tranche of Chemring ordinary shares to
be admitted to the Official List of the UK Listing Authority and to the London
Stock Exchange for such shares to be admitted to trading on the London Stock
Exchange.
In its audited accounts for the financial year to 31 May 2001, ICS reported
sales of £2,947,000 and operating profit of £24,000 after non-recurring costs
of £86,000. Net assets at that date were £1,015,000.
ICS is a leading world manufacturer of ship and radio coast station systems for
GMDSS distress and safety applications. ICS offers a range of electronic marine
products including MF/HF/VHF radio communications, DSC, Navtex, satellite
marine terminals, weather facsimile, weather satellite systems and radio coast
stations incorporating VHF AIS (Automatic Identification Systems). The ICS
product range is complementary to the range of electronic marine safety
products currently offered by McMurdo Limited, an existing subsidiary of
Chemring.
Commenting on the acquisition, David Evans, Chief Executive of Chemring, said:
'The acquisition of ICS will enhance our already excellent growth prospects in
marine electronics products. These prospects are supported by new legislation
being implemented by the International Maritime Organisation (IMO). In
addition, the US Coast Guard is encouraging new maritime home defence
initiatives incorporating AIS, and at the G8 summit in Canada last month, a set
of co-operative actions to promote greater security of land, sea and air
transport was agreed. This included support in the IMO to amend the
International Convention for the Safety of Life at Sea (SOLAS) to accelerate
the date of the installation of AIS on certain ships from 2007 to December
2004.'
Enquiries
David Evans, Chief Executive, Chemring Group PLC Tel:01489 881880
Paul Rayner, Finance Director, Chemring Group PLC Tel:01489 881880
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