Restore Regulatory News (RST)

10 May 2005 16:59

Mavinwood PLC10 May 2005 Mavinwood Plc ("Mavinwood" or "the Company") Acquisition of ReStore and issue of 35,850,000 new ordinary shares Board Appointment Directors' shareholdings Substantial shareholding The Board of Mavinwood announces that, further to its announcement earliertoday, it has now completed, conditional on admission, the acquisition ofReStore Group Holdings Limited ("ReStore"), and has issued 35,850,000 newordinary shares at 11p per share pursuant to a placing and clawback offer toraise £3,943,500. ReStore presently manages the archiving, storage, retrievaland other document management services for a wide range of clients, includingsubstantial law firms, banks, insurers and food manufacturing, engineering,property and construction companies. The acquisition constitutes a reversetakeover under the AIM Rules and application has been made for the Company to bereadmitted to trading on AIM tomorrow. Principal terms of the Acquisition The Company has, conditional on admission, completed the purchase of the entireissued share capital of ReStore from the vendors for an initial consideration ofapproximately £6 million. Additional consideration of up to £5 million may alsobe payable, depending on the performance of ReStore during the year ending 31March 2006. In this respect, £8 of additional consideration will be payable inrespect of each £1 of EBIT in excess of £730,000 achieved by ReStore. The initial consideration is being satisfied entirely in cash and the additionalconsideration will be satisfied as to 50 per cent. in cash and 50 per cent. bythe issue of new Ordinary Shares, calculated by reference to the issue price of11p per share. Commenting, Kevin Mahoney, Chief Executive said: "This acquisition marks the first step of our buy and build strategy, targetinga range of businesses in the support services sector. I believe that ReStore,with its strong customer base and good growth prospects, will prove to be anexcellent acquisition. I am also delighted that John Minton has joined ourBoard. His experience gained in building ReStore from scratch will be oftremendous help as we grow the business and make more acquisitions in thefuture." Board Appointment Mavinwood announces that it has appointed John Richard Minton, 54, one of thevendors of ReStore, to the Board of the Company. John holds, or has held, thefollowing directorships: Current PastFirst Circle Limited Safeunder Services LimitedMovedon Limited Offshore Express LimitedReStore Group Holdings Limited Followlarge LimitedReStore Limited Storefile LimitedSimian Lemur Productions Limited There are no other matters required to be disclosed in relation to Mr Minton inaccordance with paragraph (f) of Schedule 2 of the AIM Rules. Directors' shareholdings Following their take up of new ordinary shares under the clawback offer, KevinMahoney and Mike Vincent, who are directors of the Company, now hold 3,750,000and 1,050,000 ordinary shares respectively, representing 6.3 per cent. and 1.8per cent. of the issued share capital of the Company. Substantial shareholding Following the issue of the new ordinary shares pursuant to the placing andclawback offer, Geraldton Services Inc. now has an interest in 39,197,750ordinary shares representing 65.6 per cent. of the enlarged issued share capitalof the Company. 10 May 2005 Contacts: Kevin Mahoney, Chief Executive 020 7661 9650 Michael Vincent, Finance Director 020 7661 9651 John Coles, Weber Shandwick 020 7067 0749 Louise Carpenter, Seymour Pierce Limited: 020 7107 8000 This information is provided by RNS The company news service from the London Stock Exchange