Acquisition

Velosi Limited 15 December 2006 Velosi Limited Acquires Majority Stakes in two companies: Steel Test (Pty) and Plant Design Engineers Sdn Bhd Velosi Limited ('Velosi' or 'the 'Company'), a provider of quality assurance and quality control services to a number of leading national and multinational oil and gas companies, is pleased to announce that it has conditionally acquired a 51% interest in Steel Test (Pty) Limited ('Steel Test'), a company incorporated in South Africa, for an aggregate consideration of R12.75 million (approximately £0.93 million). Steel Test carries out tubular inspection, which is extensively required for maintaining plant and equipment where piping systems are used to convey flow or for heat exchange. Commenting on the acquisition, Dr. Nabil Abdul Jalil, CEO of Velosi said: 'Steel Test has one of the most efficient and effective tubular inspection systems in the sector and has built a dominant position in South Africa as a result. Velosi's extensive international presence will allow the Company to rapidly offer this service elsewhere, whilst the acquisition of a highly-regarded South African company expands our geographical reach and creates a new market for other Velosi services.' Velosi is also pleased to announce that it has conditionally acquired a 51% interest in Plant Design Engineers Sdn Bhd ('PDE'), based in Malaysia, for an initial consideration of RM 4.0 million (approximately £0.57 million). PDE provides state-of-the-art 3D laser scanning imaging of oil and gas plants, thereby creating as-built, virtual models from which maintenance and modification plans can be accurately developed. 'The acquisition of a majority stake in PDE ensures that Velosi is at the forefront of applying state-of-the-art technology in the facilities inspection market,' said Dr. Nabil Abdul Jalil. 'Laser scanning expertise is a highly advanced technique that will broaden our product offering and creates an integrated inspection service that few competitors can currently match. As with Steel Test, Velosi's international presence will assist in a rapid expansion of PDE's services.' Steel Test Steel Test's technology determines the condition of, and identifies defects in, pipes and tubes. The technology combines the four most commonly used tubular inspection techniques into one system, allowing the application to be used with only one unit and one team. The service offers complete coverage of the full tube length and the results can be recorded for analysis in office conditions. The consideration is to be satisfied by R11.75 million (approximately £0.86 million) in cash and the balance of R1.0 million (approximately £73,000) through the issue of 74,752 new ordinary shares in Velosi ('Ordinary Shares'). In addition, Velosi has the option, and will be required in certain limited circumstances, subject to shareholder approval if necessary, to acquire the remaining 49 per cent. interest in Steel Test for an amount based on a multiple of six to eight times the profit after tax in the year of acquisition. For the financial year ended 28 February 2006, Steel Test generated revenues of R18.45 million (approximately £1.34 million), and pre tax profit of R3.9 million (approximately £0.28 million). As at 28 February 2006, Steel Test had audited net assets of R10.2 million (approximately £0.74 million). The acquisition of Steel Test is expected to complete by 31 January 2007. PDE Operators and owners of offshore platforms, refineries, petrochemical and power plants require 3D information on piping, structural elements and appurtenances, for modification, refurbishment and upgrading work. PDE uses state of the art equipment and software to create fully intelligent 3D 'as-built' models, containing precise details of pipe diameters and lengths, valve sizes, dimensions of structural members. These 3D models form the 'true data' for further design and engineering, and can be linked to other operations, maintenance and inspection systems thus enabling full life cycle information management. For the financial year ended 31 December 2005, PDE generated revenues of RM2.7 million (approximately £0.39 million), a pre tax profit of RM0.037 million (approximately £5,000) and had net assets of RM0.32 million (approximately £46,000). The consideration is to be satisfied by an initial payment of RM4.0 million (approximately £0.57 million), of which RM3.2 million (approximately £0.46 million) will be paid in cash and the balance of RM0.8 million (approximately £0.11 million) through the issue of 117,683 new Ordinary Shares. Further consideration of up to RM2.0 million (approximately £0.29 million) will become payable on the achievement by PDE of a range of performance criteria in the period from completion of the acquisition until 31 December 2009. The vendors of PDE have guaranteed that PDE will achieve, in aggregate, RM 4.0 million (approximately £0.57 million) profit after tax over the three financial years ending 31 December 2009. The acquisition of PDE is subject to, inter alia, certain regulatory approvals in Malaysia which are expected in early 2007. Media Enquiries: +----------------------+-----------------------+---------------------+ |Velosi |Dr. Nabil Abdul Jalil |020 7930 0777 | | | | | | |Dan Ooi | | +----------------------+-----------------------+---------------------+ |Strand Partners |James Harris |020 7409 3494 | | | | | | |Warren Pearce | | +----------------------+-----------------------+---------------------+ |Charles Stanley |Mark Taylor |020 7739 8200 | | | | | | |Freddy Crossley | | +----------------------+-----------------------+---------------------+ |Cardew Group |Tim Robertson |020 7930 0777 | | | | | | |Eden Mendel | | | | | | | |Emma Consett | | +----------------------+-----------------------+---------------------+ Notes to editors: About the Velosi Group The Velosi Group, founded in 1982, provides quality assurance and quality control services to a number of leading national and multinational oil and gas companies, including BP, Shell, ExxonMobil and Chevron. The Velosi Group operates globally through four principal offices in the USA, the UK, Malaysia and the UAE and has operational or representative offices in a further 27 countries worldwide. Velosi joined the AIM market on 21 August 2006. The placing raised £10 million (before expenses), the net proceeds of which will be used to repay existing loans, provide financing for the Group's acquisitions and planned expansion into new regions, and to provide working capital for the Velosi Group. For more information, visit www.velosi.com. - ENDS - This information is provided by RNS The company news service from the London Stock Exchange

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Velosi Ltd. (VELO)
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