JNY.L Regulatory News (JNY)

13 Apr 2006 07:00

Watermark Group PLC12 April 2006 13 April 2006 Watermark Group plc ("Watermark") Deferred share allotments Watermark announces today, 13 April 2006, its deferred share considerationpayments now due under the terms of the two acquisitions set out below. Thesecompanies have delivered their targeted profitability of 30% growth in post taxprofits, as defined in the relevant Sale and Purchase Agreements on an overallbasis, and have therefore achieved the maximum deferred consideration for thisstage of the earn outs. Air Fayre Limited: In accordance with the terms of the Sale and Purchase Agreement dated 20 January2004, in respect of the purchase of Air Fayre Limited in UK, deferredconsideration of £2,125,000 is payable to the vendors for the year ended 31December 2005. This deferred consideration is to be satisfied by the payment of£1,062,500 in cash and the issue of 685,484 new ordinaryshares of 1 pence eachin Watermark Group plc ("Ordinary Shares"), valued for this purpose at 155peach, the price of the placing of the Ordinary Shares issued to raise, interalia, the initial consideration for the acquisition. The deferred cash of£1,062,500 will be paid today, 13 April 2006. Media On The Move Limited: In respect of the purchase of Media On The Move Limited in the UK, finaldeferred consideration is now payable to the vendors for the year ended 31December 2005. This deferred consideration is to be satisfied by the issue of651,042 new Ordinary Watermark shares, valued for this purpose at 96p each, theprice prevailing at the time of the relevant agreement; and in respect of bonusshares for the achievement of greater earn out profit targets, by the furtherissue of 116,019 shares, valued at 126p being the share price at close on 5April 2006, which is the day that the Accounts for the year ended 31 December2005, for Media On The Move Limited were signed. There is now no furtherconsideration payable in respect of this acquisition. These new shares rank pari passu in all respects with the existing Watermarkshares now in issue. Applications to the UKLA and to the London Stock Exchangehave been made for the new Watermark shares to be admitted to the Official Listof the UK Listing Authority and to be admitted to trading on the London StockExchange. It is expected that dealings in these new shares will commence on 20April 2006. For further information please visit www.watermark.co.uk or contact: Crispin Quail Jeremy CareyWatermark Group plc Tavistock CommunicationsTel: 020 8606 1314 Tel: 020 7920 3150e-mail: info@watermark.co.uk e-mail: jcarey@tavistock.co.uk This information is provided by RNS The company news service from the London Stock Exchange