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Woodspeen Training Plc (WSTP)

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Monday 01 February, 2010

Woodspeen Training Plc




Woodspeen Training plc ("Woodspeen" or the "Company") is pleased to announce
that it has today completed the purchase of 100% of the issued share capital of
S&S Training Services Ltd ("S&S"), a private company operating in Huddersfield,
West Yorkshire that is focused on the Government sponsored vocational training

S&S was incorporated in 2001 and its principal business is the delivery of
`Apprenticeships' for 16-18 year olds and for adults. The company's focus is on
providing occupational programmes in Business Administration and in Information
Technology. S&S also runs `Entry to Employment' programmes targeted at
unemployed 16-18 year olds who are not currently either in education or in
other forms of training.

This business is complementary to that of Woodspeen's existing subsidiary, A&R
Training Services Ltd, as both run `Apprenticeship' programmes, albeit in
different occupational areas, and `Entry to Employment' programmes in West
Yorkshire. It is our intention to run both businesses as a combined operation
and to extract the benefits from the resulting synergies particularly in the
areas of administration and marketing.

S&S currently has some 110 learners studying on its various programmes and
employs some 12 full and part-time staff. In its last OFSTED inspection, in
February 2008, it achieved a grade 3 (satisfactory) rating. Its apprenticeship
framework achievement rates are well above the national average.

The aggregate consideration for the business is £505,000 payable in cash. Of
this sum £430,000 is payable at completion and the balance of £75,000 will bear
interest at the rate of 6% per annum and is payable in three equal instalments
of £25,000 each on 31 March, 30 June and 30 September 2010.

In addition Woodspeen will pay, on a £ for £ basis, for the net assets of S&S
in excess of £65,000 ("Excess Net Assets"). The level of the Excess Net Assets
is to be determined by reference to a set of completion accounts to be drawn up
as at 31 January 2010. Settlement is expected to be made before the end of
March 2010 and the amount to be paid is expected to be approximately £260,000.

The acquisition will be funded from the Group's cash resources.

S&S's turnover and operating profit for its last two financial years are
summarised below. These numbers have been extracted from (unaudited) financial
statements prepared by S&S's accountants. The breakdown of turnover has been
provided by S&S's management.

                                               Year Ended    Year Ended
                                                31 August     31 August
                                                     2008          2009
                                                    £'000         £'000
  Apprenticeships                                     306           358
  Entry to Employment                                  98           123
  Other                                                50            24
                                                    -----        ------
                                                      453           505
                                                    =====        ======
Operating profit before directors'
     remuneration and adjustments                     180           215
Adjustments re staff costs (see below)                (68)          (68)
                                                    -----         -----
Operating profit after adjustments                    112           147
                                                    =====         =====

The adjustments for both years above reflect the proposed new staffing and
remuneration arrangements that will be effective post acquisition.

In the Company's recent interim statement the Chairman, Charles Prior, stated
that the Company would concentrate on looking at the acquisition of businesses
which ran training programmes that were likely to continue to secure Government
funding. The Company believes that the acquisition of S&S, with its
Apprenticeship programmes for young people, fulfils this criterion.

The directors of Woodspeen Training plc take responsibility for this statement.


Woodspeen Training plc            Charles Prior 01488 608 341
                                  Lynn Chandler 020 8743 9172

Corporate Advisor
St Helens Capital Partners LLP    Oliver Cooke 020 7368 6959

Fairfax I.S. PLC                  Ewan Leggat/Laura Littley 020 7598 5368


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