Acquisition

Anite Group PLC 4 December 2001 Anite Group plc ('Anite') Anite boosts Travel division with complementary acquisition of FSS Group Limited for up to £10 million Introduction Anite, the European IT consultancy and services company, today announces that it has entered into an agreement to acquire the entire issued share capital of FSS Group Limited ('FSS Group' or the 'Company'), a company specialising in travel reservation software for the Tour Operating, Ferry and Rail markets, for a maximum consideration of £10 million. Reasons for the acquisition Anite's travel division ('Anite Travel') is a market leader in the provision of software and e-commerce solutions with product centres in the UK, Italy and Nordic regions. It has been a key part of the Group's strategy to own and develop mission critical repeatable software in its core vertical markets segments. Anite Travel provides global solutions to the travel market and has proprietary software in reservation management, content and multi-media management, T-CRM (travel customer relationship management), resort automation, business intelligence and consolidation fares, for tour, ferry and cruise operators, together with leading-edge e-business skills. The acquisition of FSS is expected to broaden Anite Travel's range of solutions and expertise, to double its customer base whilst introducing new sales channels, and to strengthen its market position with ferry operators. The merged company will have a combined base of 320 customers and 300 staff. It is proposed that following Completion of the acquisition, FSS's reservation products and tour operator/travel agent customer base will be integrated into Anite's Slough based travel operations. Consideration Anite has agreed to acquire the entire issued share capital of FSS Group ('Shares') and £4,000,000 of loan notes held by the shareholders of FSS Group (the 'Loan Notes'). The consideration comprises initial consideration of £4,600,000 payable upon completion of the acquisition of the Shares and the Loan Notes ('Completion'); subscription by Anite at Completion for new ordinary shares in FSS Group for consideration of £4,000,000 in cash to enable the repayment of £4,000,000 of outstanding shareholder loan notes; and deferred consideration of £500,000 payable thirty business days after Completion. Anite has also agreed to pay earnout consideration of up to a maximum of £900,000 payable on achievement by FSS Group of agreed profit targets between Completion and 30 April 2002. The initial consideration is payable as to £257,202 in cash, as to £2,842,798 in nominal amount of loan notes and as to £1,500,000 by the issue and allotment by Anite of new ordinary shares of 10 pence each in Anite ('Anite Shares') as well as the subscription by Anite for £4,000,000 of shares in FSS Group in cash. The deferred consideration is payable as to £500,000 by the issue and allotment of Anite Shares. The earn-out consideration of up to £ 900,000 is payable in loan notes issued by Anite. In its year ended 31 March 2001, FSS reported a loss before goodwill amortisation and exceptional items before tax of £0.8m on sales of £9.6m. Net liabilities totalled £4.7m at its year end, including goodwill of £5m. Liabilities under loan instruments totalling £8.7m are being satisfied as part of the acquisition. John Hawkins, chief executive of Anite Group plc, commenting on the acquisition, said: 'The acquisition of FSS strengthens Anite Travel's management, customer base and geographic reach in the tour operator and ferry markets. The combined strengths of these businesses enhances both our software solutions and managed services capability and consolidates our position as a market leader in the provision of software applications to the travel industry. 'Anite Travel is expected to grow strongly on the back of its organic development and this and other recent acquisitions (in Finland and Italy), and to make a significant contribution to the continuing outperformance of the Group as a whole'. - Ends - For further information please contact: Anite Group Plc 0118 945 0121 John Hawkins, Chief Executive www.anite.com Golin/Harris Ludgate 020 7324 8888 Reg Hoare/Laurence Read
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