Dewhurst Regulatory News (DWHT)

22 Dec 2005 10:17

Dewhurst PLC22 December 2005 Dewhurst plc Proposed acquisition of Traffic Management Products Limited INTRODUCTION Your Board is pleased to announce that the Company has conditionally agreed toacquire the entire issued share capital of Traffic Management Products Limited(TMP Limited) for a maximum consideration of £6.462 million. TMP Limited is aprovider of products to the highways and parking traffic industries. The Acquisition is classified as a class 1 transaction pursuant to the ListingRules and is therefore conditional upon Shareholder approval. A circularcontaining details of the acquisitions and notice of Extraordinary GeneralMeeting will be posted to Shareholders in due course. THE ACQUISITION The Company has entered into a conditional share purchase agreement with theshareholders of TMP Limited to acquire the entire issued share capital of TMPLimited for a maximum consideration of £6.462 million to be satisfied in cash.£4.212 million is payable on completion and the remaining deferred considerationis payable as follows: - An amount equal to two times any excess of adjusted EBITDA of TMPLimited over £385,000 (subject to maximum amount of £250,000) payable in cashwithin ten working days following agreement or determination of the adjustedEBITDA for the period 1 January 2005 to 31 December 2005 PLUS - An amount equal to two and one half times the excess of adjustedEBITDA of TMP Limited above £758,000 during the period 1 January 2006 to 31December 2006 (subject to a maximum amount of £2 million) payable in cash withinten working days following agreement or determination of such adjusted EBITDA TMP Limited had gross assets of £834,000 and net assets of £428,000 as at 31December 2004 and reported profits before taxation of £409,000 in the year to 31December 2004. The current managing director of TMP Limited, Chris Nicklin will remainfollowing completion of the Acquisition. Chris has been with TMP Limited for sixyears and has been instrumental in growing the business to its present size. Hehas helped identify new product opportunities, which have developed the businessfrom its original niche in the parking sector into the wider highways industry. The Group has considerable experience selling to public sector markets in theUK. Dewhurst's vandal resistant pushbuttons are widely specified by localauthorities as are LiftStore's control and monitoring systems. The Acquisitionallows the Company to expand into a parallel market with local authority trafficdepartments. As a key supplier of highways safety and parking products used bythe DVLA and various local authorities, TMP Limited provides a profitableaddition to our company. INFORMATION ON TMP LIMITED Traffic Management Products Limited is a company that produces and suppliestraffic and parking management products (signs, speed bumps, wheel clamps, etc.)and passive highways safety products (flexible and reflective signs, barriers,posts etc.). TMP Limited sub-contracts the manufacturing of the products whilstmaintaining final assembly and testing in-house, thereby maintaining qualitycontrol over its products. TMP Limited's products can be broadly categorised into two sections: Parking products include: - Parking/Traffic Control - car park signage, barriers, cones, posts,bollards and traffic separators - Enforcement & Security - clamps, motorbike security, padlocks, cyclestands and CCTV - Customer Services - 'GoJak' (skates allowing the removal ofobstructing vehicles) and Power Start (a professional system to start vehiclesthat have a flat battery) - Parking Extras - speed bumps, grit bins, convex mirrors, curb andcorner buffers and pay-on-foot machines; - Signs & Displays - variable message and warning signs; And highways products include: - Passive Safety Signage - these are IRS (Impact Recovery Systems,Inc.) spring-based systems (a patented spring-loaded base system that restoresthe sign to its original position after impacts of up to 45 mph); they includeTMP Flecta (a non-illuminated highly reflective bollard, which replaces thetraditional lit bollards), TMP Flexichev (replaces chevrons in particularlyvulnerable places), and TMP Hazard Markers (replacement for verge posts designedto handle multiple impacts); - Passive Safety Columns - lighting columns and traffic posts approvedto BS EN12767 at the highest energy absorption level; and - Other products include road barriers, cycle lane markers, tactilepaving and a range of bollards. TMP Limited's customer base includes local authorities, contractors for theHighways Agency, Vinci Park UK and NCP-------------------------------------------------------------------------------- Further Information Dewhurst plc 020 8607 7300Richard Dewhurst / Jared Sinclair Seymour Pierce Limited 020 7107 8000Sarah Wharry / John Depasquale This information is provided by RNS The company news service from the London Stock Exchange