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Venteco PLC (VTO)


Monday 22 January, 2007

Venteco PLC


Venteco PLC
22 January 2007

22 January 2007

                                  Venteco plc

                          Acquisition of Silvandersson

  Purchase of Silvandersson accelerates penetration into the world's non-toxic
 pest control market, adds key blue-chip customers and is expected to result in
                              extensive synergies

Venteco plc ('Venteco' or the 'Company'), the UK-based company specialising in
non-toxic pest control, announces that it has acquired Silvandersson Sweden AB
('Silvandersson'), a leading manufacturer of insect glue traps for up to
SEK32.5m (c. £2.38m) in cash and shares.

The acquisition furthers Venteco's strategy of building a portfolio of
technologies designed to capitalise on the increasing demand for
environmentally-friendly pest control solutions.

Under the terms of the agreement, Venteco will acquire all of the issued and
outstanding share capital of Silvandersson for an initial consideration, payable
at completion, of SEK17.0m (c. £1.25m) in cash and SEK9.5m (c. £0.70m) in
Venteco ordinary shares. The shares are being issued at a price of 3.25p per
share, the prevailing price per share when discussions began, resulting in the
issue of 21,445,906 new ordinary shares. The vendors have agreed not to dispose
of any shares for a period of at least six months post completion of the deal.

The balance of the consideration, being up to a further SEK6.0 m (c. £0.43m),
will be payable in cash and is dependent on certain profit targets being met
during 2007 and 2008.

The cash element of the consideration is fully debt financed and the acquisition
is expected to be earnings enhancing in the first year post the transaction.

As a result of this transaction, Kenneth Silvandersson, general manager of
Silvandersson, will join Venteco's board as an Executive Director with immediate
effect. Kjell Silvandersson, Purchasing Director of Silvandersson, will retain
his position. As part of their service agreements, Kenneth and Kjell
Silvandersson will each be entitled to four year options, exercisable after one
year, over one per cent of the existing ordinary share capital in the Company,
at an exercise price of 2.5p per share, and to participate in an incentive
program being set up based on the return on capital employed in the underlying

Information on Silvandersson

Silvandersson, which was established in 1982 by Ake Silvandersson and his sons
Kjell and Kenneth, is a family-owned company specialising in the development and
manufacturing of various types of glue-traps for flies and other insects,
employing 35 people. The company markets its range of high-quality and effective
non-toxic pest control products to the agricultural, horticultural and pest
control industries.

Silvandersson's glue-traps use special glue combined with natural ingredients in
an insect-attractive design/pattern to draw insects in. The company has recently
expanded its product line to include Blue Line, electrical traps designed to
attract and catch flying insects through UV-light for private customers.
Silvandersson's products are used for catching insects and cockroaches in
households, gardens, farms and food-processing industries and are distributed to
both industry and retail, predominantly via distributors. The company also
develops white label products. In excess of 90 per cent of the company's
products are exported to key markets including the UK, USA, Germany, France and

Silvandersson's revenue for the year ended 31 December 2006 was SEK48.8m (c.
£3.58m), EBITDA was SEK4.2m (c. £0.31m) and EBIT was SEK2.2m (c. £0.16m), based
on unaudited figures. The book value of its net assets as at 30 November 2006
was SEK26.8m (c. £1.97m).

Rationale of the deal

The acquisition of Silvandersson represents an important step in Venteco's
strategy to pursue selective acquisitions within the non-toxic pest control
industry. The acquisition complements Venteco's recent acquisition of CTS
Technologies AG ('CTS'), which was completed in August 2006. CTS owns the
patented Cryonite technology which kills all life stages of insects in a
poison-free and environmentally friendly manner and is used primarily in the
food processing/manufacturing and hospitality industries.

The Silvandersson acquisition represents the Company's second move in building a
platform and delivering upon Venteco's business strategy - to add shareholder
value by building up a complete range of non-toxic pest control products,
thereby becoming a one-stop shop for its demanding customer base. It will enable
the Company to increase its penetration into the fast growing market of
non-toxic pest control. In addition, further potential exists in the broadening
of Silvandersson's product base, as well as expansion into new markets.

Stefan Hansson, chief executive of Venteco, said: 'The acquisition of
Silvandersson is a key building block in Venteco's strategy to establish a
global non-toxic pest control product-supply business. The transaction is
earnings enhancing, highly complementary and is expected to result in extensive
synergies as the Company will gain access to new blue-chip customers, markets
and broaden its product range'.

Completion and additional listing of shares

Completion of the transaction is conditional upon admission to trading of the
new ordinary shares being issued pursuant to the acquisition. Application has
been made today for the new 21,445,906 ordinary shares of 0.5p par value each in
the Company ('Ordinary Shares') to be admitted to trading on the AIM market of
the London Stock Exchange ('AIM').

The new Ordinary Shares are being issued as vendor consideration and rank pari
passu with the Company's existing Ordinary Shares and dealings are expected to
commence on 26 January 2007 on AIM.


Stefan Hansson, CEO                                           +44 207 929 8989

Libertas Capital
Aamir Quraishi, Charles Goodfellow                            +44 207 569 9650

Corfin Communications
Ben Hunt, Clare Perks                                         +44 207 929 8989

About Venteco

Venteco is a UK-based holding company, which specialises in non-toxic pest
control solutions. Its main operating business, CTS Technologies AG ('CTS'),
which was acquired in August 2006, uses the patented Cryonite technology to kill
all life stages of insects in a poison-free and environmentally friendly manner.
CTS, which has a licensing and distribution partnership with Linde AG, the
industrial gas group, has deployed Cryonite across Europe, the US and Japan.

                      This information is provided by RNS
            The company news service from the London Stock Exchange

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