Northern Bear joins AIM

Northern Bear Plc
19 December 2006


Press Release                                                   19 December 2006



                               Northern Bear Plc


                            Northern Bear joins AIM


Northern Bear PLC ('Northern Bear' or 'the Group'), today announces the
commencement of dealings in its Ordinary Shares on the Alternative Investment
Market ('AIM') of the London Stock Exchange.

Northern Bear was incorporated in 2006 to centralise the strategy and finance
functions of a group of otherwise autonomous building services and materials
companies, each of which provides products and/or services to the construction
industry and house builders within the North East of England.

The Company's Nominated Adviser is Dawnay, Day Corporate Finance Limited and its
Broker is Dawnay, Day Corporate Broking.


Placing and Admission Statistics

Issue Price                                                                  88p
Number of Placing Shares being issued                                  2,751,133
Proportion of the enlarged issued Share Capital being issued under      
the Placing                                                               24.36%
Number of Ordinary Shares in issue at Admission                       11,293,019
Gross proceeds of the Placing                                         £2,421,000
Market capitalisation of the Ordinary Shares on Admission at the         
Issue Price                                                               £9.94m
Estimated net proceeds of the Placing to be received by the              
Company                                                                   £1.52m


Reasons for Admission, the Placing and use of Funds

The Board believe that Admission to AIM will raise the profile of the Group,
helping to attract future acquisition targets, as well as providing acquisition
currency for future deals and liquidity in the Ordinary Shares.  The equity
incentives offered under the Share Options Schemes should also help the Group
attract and retain experienced staff.  The estimated net proceeds of the Placing
after expenses will be approximately £1.52 million.  The Company plans to use
the majority of the funds raised from the Placing and to which it is entitled to
progress its current acquisition policy and the Board also intends to use a
proportion of the funds to pay off the deferred consideration from the
acquisitions of the Acquired Subsidiaries.


It is the intention of the Directors that Northern Bear will continue to make
acquisitions following Admission provided that suitable target businesses can be
identified.

                                      Ends


For further information:

Northern Bear PLC
Graham Forrest, Chief Executive Officer                Tel:  [phone]
                                                                
Dawnay, Day Corporate Finance Limited
Alex Stanbury                                          Tel: [phone]                                
Sunil Sanikop                                          Tel: [phone]

[e-mail]                                    www.dawnayday.com
                                                                            
                                                             





Notes to Editors:


Background

The following companies were acquired, using special purpose vehicles, which now
form part of the Group.

Isoler was acquired by Ron Gone from its founder in November 2005.  It is a
specialist in passive fire protection which was incorporated in 1992 in order to
provide services to the construction industry.

Roof Truss was acquired by Dudley Wilson from its founders in December 2005.
Roof Truss, was incorporated in 1991 and is a supplier of roof trusses to house
builders in the North East of England.

In July 2006 Kelmax acquired Springs Roofing.  Springs Roofing is an established
roofing specialist with strong client relationships in both the public and
private sectors.

On 1 August 2006 Maximuse acquired Wensley Roofing.  Wensley Roofing is an
established roofing specialist which commenced trading in 1986.  It provides a
range of roofing services to customers including major national house builders
operating in the North East of England.


In addition to the above Floor Joist was formed to complement the business of
Roof Truss.  Floor Joist, which began trading in October 2006, supplies floor
joists to house builders in the North East of England.

Northern Bear was incorporated in April 2006 and, subsequently, on 30 November
2006 the Company was re-registered as a PLC.  On 6 December 2006 the Company
entered into the Share Exchange Agreements to acquire Isoler, Roof Truss, Floor
Joist, Springs Roofing and Wensley Roofing.


Group Structure

The Group comprises a holding company, Northern Bear, and ten subsidiary
companies. Five of these companies are non-trading (four were incorporated to
act as the holding companies of the four Acquired Subsidiaries) and the fifth is
dormant.  Of the five trading companies, four were existing companies which have
been acquired (the Acquired Subsidiaries) and the fifth, Floor Joist, was
incorporated on 9 May 2006.

Each Group Company operates with a degree of autonomy, continuing to run its own
administrative and accounting functions.  The Group's head office controls
strategy, policy, overall financial planning and consolidates the Group
Companies' accounts.


Principal activities of the Group

Northern Bear

Northern Bear was incorporated to acquire and become the holding company for a
group of building services and materials companies based in the North East of
England.  Northern Bear is responsible for the Group's strategy, and central
finance function and for consolidating the Group Companies' results.

The location of the Group's premises will allow an Executive Director to visit
each trading subsidiary on a weekly basis.


Isoler

Isoler is a specialist contractor which provides fire protection and noise
reduction services to construction companies for their developments in the North
East of England.  Specified levels of fire protection and noise control are a
requirement for new construction and redevelopment projects under the Building
Regulations 1991.

Isoler carries out three core activities:

- Fire Stopping, through the sealing of cables, pipe work and ducting that
passes through the walls, ceilings and floors of fire compartments within a
building to prevent the spread of fire from compartment to compartment.

- Passive Fire Protection, through the application of specialist fire resistant
paint and the enclosing of steel beams with fire resistant boarding.

- Acoustics, through the installation of sound insulation between floors and
between walls.


Roof Truss

Roof Truss designs and manufactures roof trusses, supplying its clients in the
North East of England from a purpose built site.  Roof Truss designs its roof
trusses using computer aided design to meet specifications laid down by its
clients and other required standards.  It supplies roof trusses to three core
groups of customers, namely national house builders, builders merchants and
small local builders.  Roof Truss has demonstrated organic growth in the past
four years and has established relationships with a number of key clients.


Springs Roofing

Springs Roofing is a roofing contractor based in the North East of England,
specialising in roof slating, tiling and felt roofing.  A large proportion of
its work is carried out for government agencies and councils with particular
emphasis on regeneration projects.  Springs Roofing has partnership arrangements
with several of its main customers, as well as having preferred contractor
status with several others.  Springs Roofing has been a member of the National
Federation of Roofing Contractors ('NFRC') for over 20 years.  The NFRC is the
UK's leading trade association for the roofing industry and is widely known for
the high standards of its member companies (which are achieved in part through
the operation of a code of practice and a linked complaints procedure). Springs
Roofing is also affiliated with the National Federation of Master Builders.


Wensley Roofing

Wensley Roofing provides a range of roofing services for construction projects
in the North East of England.  Its clients include major national house builders
and local authorities.  Wensley Roofing also has a division which handles
specialist lead work contracts.  Like Springs Roofing, Wensley Roofing is a
member of the National Federation of Roofing Contractors and the National
Federation of Master Builders.  Wensley Roofing is also a member of the Lead
Contractors Association ('LCA'), which is responsible for promoting quality
standards in lead work. The LCA operates a contractor grading system (relating
to standards of workmanship) and has awarded Wensley Roofing with the top
grading of 'excellent'.

Wensley Roofing has been awarded Investors in People status and has won several
awards including NHBC awards and the Gold Standard in the Construction Skills
Certification Scheme.


Floor Joist

Floor Joist designs and manufactures timber engineered floor joists, providing
domestic flooring solutions to house builders in the North East of England and
was founded in order to complement the other businesses within the Group and in
particular that of Roof Truss.


Potential Group Synergies

The Directors believe that each of the businesses within the Group should
continue to operate autonomously.  Where any synergies exist, these will be
explored with caution, having regard for the advantages of keeping each business
independent.  Due to the fact that the Group is newly formed, the Directors have
yet to explore or evaluate any economies of scale relating to greater purchasing
power.


Corporate Strategy

The Directors' objective is to continue to apply the strategy developed by the
Founders.  This is to acquire mature, owner-managed businesses, in the building
services and materials sector, which demonstrate consistent profitability and
positive operating cash flow.  Preferably, each business will also have a high
net profit margin which, the Directors believe, reduces the risks associated
with an acquisition.  Target businesses will also need to be managed by
experienced management who are prepared to make a long term commitment to the
business.

With any proposed acquisition it is the intention that some or all of the
existing management team will be retained to operate the business and key
personnel will be incentivised with a performance related remuneration package
and/or share incentives.  Vendors who do not remain involved in an acquired
business in an executive capacity will, ordinarily, be encouraged to stay with
the business on a consultancy basis as the Directors often consider their
expertise to be of great assistance.

Northern Bear aims to satisfy the consideration for future acquisitions using a
combination of cash and the issue of Ordinary Shares.  The Directors believe
that this consideration structure should ensure that the vendors have a
significant financial interest in the continued progress of the business they
have sold and the Group as a whole.

The Directors believe that a growth opportunity for the Group is the need of
founders and operators of small, self-contained, profitable businesses to
realise all or part of their equity.  They also believe that a factor for owners
of possible target businesses in deciding whether to accept an offer to dispose
of their business is the future of the management team who have, in some cases,
been with the company for many years.

The Directors believe the Group is well placed to be able to make further
acquisitions of similar businesses to those of the Acquired Subsidiaries by
taking advantage of the Directors' industry and professional contacts in the
North East of England.  In this regard, the Company has secured an option to
acquire MGM, a business based in the North East of England which provides a
variety of specialist services relating to the refurbishment of commercial and
residential property and listed buildings.  The MGM Option is exercisable solely
at the discretion of Northern Bear.

The Board believe that Admission to AIM will raise the profile of the Group,
helping to attract future acquisition targets, as well as providing acquisition
currency and liquidity in the Ordinary Shares.

The equity incentives offered under the Share Options Schemes should also help
the Group attract and retain experienced staff.  The Company plans to use the
majority of the funds raised from the Placing to progress its current
acquisition policy and the Board also intends to use a proportion of the funds
to pay off the deferred consideration from the acquisitions of the Acquired
Subsidiaries.


Board of Directors

Jon Pither, Executive Chairman

Mr Pither has experience as a director of both quoted and non-quoted companies.
In 1969 Mr Pither joined Amari plc, an engineering and building products
company, manufacturing a wide range of building products, and for 19 years, as
managing director he helped grow the business until it was acquired by Glynwed
International plc in 1988.  Subsequently Mr Pither has developed a range of
corporate interests, including the chairmanship of Active Capital Trust plc, the
deputy chairmanship of Alumasc Group plc and Jourdan plc (both of which operate
in the building services and materials sector) as well as holding directorships
of a number of other public and private companies.


Graham Forrest, Chief Executive Officer

Mr Forrest graduated from Durham University in 1983 and qualified as a Chartered
Accountant in 1986.  During his business career, he has served on the boards of
four separate public companies in roles including chief executive and finance
director.  He was involved in three of these companies at the IPO stage.  Mr
Forrest has responsibility for monitoring the Group's businesses and is
instrumental in delivering the Group's growth strategy.


Steve Roberts, Interim Finance Director

Mr Roberts qualified as a Chartered Accountant with KPMG in 1991.  He has worked
in corporate finance since 1992.  Mr Roberts joined McInnes Corporate Finance
Limited as a partner in 1996 and has acted as lead advisor on many small cap
transactions.  As Interim Finance Director he will have overall responsibility
for financial planning and control within the Group.


Roy Stanley, Non-executive Director

Mr Stanley holds an MBA from Newcastle University.  He was a director of the SEV
Group Limited, from 1995 to 1996.  He then spent three years as director of
Express Engineering Group, a post he held until 1999.  In 1999 he founded
Tanfield Group PLC.  From 2000 to 2003, Mr Stanley was Chief Executive of
Comeleon plc, a digital imaging company, which was taken from start-up to a
listing on AIM.  Comeleon was subsequently acquired by Tanfield Group PLC in
2003 by way of a reverse takeover.


Marcus Yeoman, Non-executive Director, aged 43

Mr Yeoman has 20 years experience as a director of small companies.  He is
currently a non-executive director of Enterprise North PLC and Bright Futures
Plc as well as holding directorships of a number of private companies who have
engaged him principally to assist them with their growth strategies.



                                    - Ends -



'The contents of this announcement, which has been prepared and issued by and is
the sole responsibility of Northern Bear, have been approved solely for the
purposes of section 21 of the Financial Services and Markets Act 2000 by Dawnay,
Day Corporate Finance Limited.

Dawnay, Day Corporate Finance Limited and Dawnay, Day Brokers Limited, each of
which is regulated in the United Kingdom by the Financial Services Authority,
are acting for Northern Bear and for no-one else in connection with the matters
described in this announcement and will not be responsible to anyone other than
Northern Bear for providing the protections afforded to customers of Dawnay, Day
Corporate Finance Limited and/or Dawnay, Day Corporate Broking, a division of
Dawnay Day Brokers Limited or for advising them on the contents of this
announcement or any matter referred to herein.

This announcement is not for release, distribution or publication, in whole or
part, into the United States, Canada, Australia, South Africa or Japan.

This announcement does not, and no part of it shall, constitute or form part of
any offer for sale or subscription of securities, or any solicitation of any
such offer, nor shall it, or any part of it, form the basis of or be relied upon
in connection with any contract or commitment whatsoever.'






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