Thruvision Grp Regulatory News (THRU)

25 March 2010

Digital Barriers plc

Acquisition of Security Applications Limited

The Board of Digital Barriers plc ("Digital Barriers" or the "Company"), a newly-incorporated company focused on the provision of specialist products and services to the homeland security market, is pleased to announce the acquisition of Security Applications Limited (trading as D Ford Associates) ("SAL") for a maximum consideration of £2.5 million (the "Acquisition").

SAL is a UK-based specialist supplier, installer and integrator of thermal imaging equipment for perimeter surveillance, law enforcement and the protection of high-profile target locations. SAL supplies customised equipment and associated installation and maintenance services on a project-by-project basis to a highly-concentrated customer base through an existing framework agreement with a major UK Government department.

Rationale for the Acquisition

At present, the most significant threat to UK security comes not from state-to-state conflict, but from international and domestic terrorism. To effectively protect potential target locations such as crowded public spaces, high-profile targets and critical national infrastructure, they must appear hostile to potential terrorist activity. The Company believes that SAL will be instrumental in helping it achieve its strategic aim of working directly with end-customers and through key partner organisations, both in the UK and abroad, to provide focused, proportionate and effective solutions which will help protect these target locations from attack

The founder, managing director and majority shareholder, Derek Ford, will remain with the business, as will operations director Les Sanger, sales director John Haynes, and other employees.

Terms of the Acquisition

The initial consideration of £1.65 million is payable in cash on completion and will be satisfied from the Company's existing cash reserves.

Deferred consideration of up to £0.35 million is payable in cash on the completion of SAL's current financial year, ending on 31 July 2010, subject to the satisfaction of certain performance conditions. A further £0.5 million of deferred consideration is payable in cash on the completion of the following financial year, to 31 July 2011, again subject to the satisfaction of certain performance conditions.

Financial Information

SAL's latest audited accounts for the financial year ended 31 July 2009 reported turnover of £1.95 million, with EBIT of £0.37 million (before deduction of the majority shareholder's dividend). At 31 July 2009, SAL had net assets of £0.6 million.

Tom Black, Executive Chairman of Digital Barriers, commented:

"We are pleased to bring SAL into the Digital Barriers organisation, progressing the strategy we detailed when listing the Company on AIM earlier this month. Within the UK market, SAL is well-positioned as a supplier of a specialist range of products and services that we believe will become critically important to a number of future national security initiatives. I would like to welcome Derek and his team to Digital Barriers and look forward to working with them."

Derek Ford, founder, managing director and majority shareholder of SAL, commented:

"I have enjoyed getting to know Tom and his team well over the last few months, and I share their enthusiasm for what SAL can now achieve within Digital Barriers. The next few years will see the UK increasingly rely on digital surveillance technologies for the protection of key target locations, and SAL is proud to be a leading UK supplier of technology in that space."

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.