Thruvision Grp Regulatory News (THRU)

14 March 2011

Digital Barriers plc

("Digital Barriers" or the "Company")

Acquisition and Contract Award

- Acquisition of EVS Limited -

- Asia Pacific Contract Award -

Digital Barriers plc (AIM: DGB), the specialist provider of products and services to the homeland security market, is pleased to announce the acquisition of Essential Viewing Systems Limited ("EVS") for a maximum consideration of £4.85m in cash (the "Acquisition") on a cash-free, debt-free basis.

Founded in 1999 and utilising intellectual property ("IP") under an exclusive license from Scotland's University of Strathclyde, EVS is a UK-based provider of surveillance products that are capable of streaming real-time video and related data over cellular and other wireless networks where bandwidth limitations can seriously compromise video quality and equipment control. EVS' products can be rapidly deployed and are especially well suited to covert surveillance, specialist areas of defence and law enforcement, public safety including transportation security, and deployment within remote or hostile environments.

EVS' products, its end markets and the high quality nature of its solutions complement Digital Barriers' existing technology portfolio and stated growth strategy, as does EVS' current network of partners, distributors and integrators.

Rationale for the Acquisition

The board of Digital Barriers (the "Board") aims to develop a leading mid-market homeland security business by working with clients to advise on, and then to design and deploy advanced solutions that enhance thephysical and electronic security and resilience of high-profile, high-value potential targets. These targets may include ports, airports and public transport networks; secure government facilities; border crossings; critical national infrastructure and computer systems and networks.

The Board believes that EVS' high-quality products and technology will enable the Company to make further progress in delivering on its strategy. EVS' products will further differentiate and enhance the range of solutions that Digital Barriers is able to provide to its customers. EVS' technology, by enabling the delivery of video across highly constrained bandwidths without compromising on video quality or equipment control, overcomes a very significant issue for a wide range of organisations across the surveillance market.

The Board believes that this technology addresses a large, broad-based and geographically diverse range of end markets and that there currently exists a strong pipeline of sales opportunities for EVS' capabilities, which can be better exploited in combination with Digital Barriers' experience in handling large-scale procurement with international organisations. As such, the Board believes that EVS presents Digital Barriers with an exciting opportunity to further develop its end-customer and partner relationships in key international markets, particularly Asia Pacific and North America.

Digital Barriers is pleased to confirm that the existing EVS management and product development teams will remain with the business upon completion of the acquisition.

Terms of the Acquisition

Under the terms of the Acquisition, COE Group plc, a wholly-owned subsidiary of Digital Barriers will acquire the entire issued share capital of EVS on a cash free, debt free basis.

Initial consideration of £3.4m is payable in cash upon completion and this sum will be satisfied from Digital Barriers' existing cash reserves.

Deferred consideration of up to £1.45m is payable in cash upon the completion of EVS' current financial year, ending on 31 December 2011 and subject to the satisfaction of certain performance conditions. Up to £0.35m of this deferred consideration is payable at the end of the first half of EVS' current financial year, ending on 30 June 2011, again subject to the satisfaction of certain performance conditions.

Financial Information

EVS' latest audited accounts for the financial year ended 31 December 2010 reported turnover of £1.39m with an EBITDA of £0.07m. At 31 December 2010, EVS had net assets of £244,000, excluding long-term liabilities that convert to equity on acquisition.

Tom Black, Executive Chairman of Digital Barriers commented:

"I am delighted with the acquisition of EVS. This brings to Digital Barriers some truly compelling technology with great potential within the international homeland security market. We have worked with Les Gaw, Robert Lambert and the rest of the EVS team for some time now and I am confident that they have a set of potentially market-leading products that can solve a number of significant challenges for our customers around the world."

Les Gaw, Chief Executive of EVS commented:

"We are tremendously proud of the technology we have developed at EVS and of the market presence we have built from our base in Scotland. We have some of the most effective and intelligent video transmission products available anywhere in the world and we are very excited by the prospects for that technology now that we are a part of Digital Barriers."

Contract Award

Digital Barriers is also pleased to announce the award, by an existing Asia Pacific government customer, of an additional surveillance contract. Valued at approximately £900,000, the contract is due to run for 15 months, commencing in March 2011.

For further information please contact:

About Digital Barriers:

Founded by the leadership team behind Detica Group, Digital Barriers is focused on the provision of specialist products and services to the homeland security market where the threat of international and domestic terrorism represents a compelling commercial opportunity. Over time, the Company aims to become a mid-market specialist, working directly with end-customers and internationally through key partner organisations, to provide focused, proportionate and effective solutions for the protection of high-profile targets, crowded spaces and the critical national infrastructure.

www.digitalbarriers.com 

Disclaimer:

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Company's current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Company considers these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules for Companies, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this announcement.

Ends