Vianet Grp Regulatory News (VNET)

4 Sep 2007 07:01

Brulines (Holdings) PLC04 September 2007 Press Release 04 September 2007 Brulines (Holdings) plc ("Brulines" or "the Company") Acquisition Brulines (Holdings) plc (AIM:BRU), the leading provider of draught alcoholicdrinks volume, quality and profit protection systems for the UK licensedon-trade, is pleased to announce that it has entered into a conditional contractto purchase all the issued share capital of Nucleus Data Holdings Limited ("Nucleus") for an initial consideration of £3,800,000. Of this £3,467,500 willbe paid in cash, with the balance satisfied by the issue of ordinary shares of10p each in the Company ("Ordinary Shares"). A further consideration of up to £700,000 in loan notes may be payable dependingon performance of the two businesses' brand quality monitoring products in thelicensed on-trade in the period to 31 March 2009. Completion is conditional on the Office of Fair Trading ("OFT") making adecision not to refer the proposed merger to the Competition Commission undersection 33(1) of the Enterprise Act 2002. Assuming no such reference is made itis anticipated that completion of the acquisition will take place in November2007. The number of Ordinary Shares issued will be dependent on the lower of closingmid-market price on the last dealing day before the date of the signing of thesale and purchase agreement or the closing mid-market price on the last dealingday before completion. Application will be made for the new Ordinary Shares tobe admitted to trading on the Alternative Investment Market of the London StockExchange. Established in 2000 and based in Tadcaster, North Yorkshire, Nucleus suppliesdata capture devices, communication platforms, data management, service andmaintenance, and market intelligence services to the UK licensed on-trade. In the year ended 31 December 2006, Nucleus made a profit on ordinary activitiesbefore taxation of £302,000 on a turnover of £3,103,000. At 31 December 2006the consolidated net assets of Nucleus amounted to £565,000. Post acquisition the businesses of Brulines Limited and Nucleus Data Limitedwill be fully merged. The two current executive directors of Nucleus DataLimited, Jeff Anspach and Clive Consterdine, will be appointed directors ofBrulines Limited in senior commercial roles that will have a significantinfluence on the success and direction of Brulines' product portfolio. The twoNucleus non-executive directors, Jim Walsh - the founder and majorityshareholder - and James Crawfurd-Porter are not involved in the executivemanagement of Nucleus and will resign on completion. As a result of the anticipated completion occurring in November 2007, theacquisition is expected to be earnings neutral in the year to 31 March 2008.The expected synergies between the two businesses, largely in terms of overheadsavings, are expected to be earnings enhancing in the year to 31 March 2009.* Brulines believes that there are significant strategic benefits from theacquisition, as James Dickson, Chief Executive, outlines: "Not only will themerged business be able to pool resources, thereby accelerating technologydevelopment, but it will also deliver significant benefits across the wholeon-trade supply chain; from reduced operational complexity for Pubcos toimproved service delivery and return on investment for bar operators." Brulines believes that the acquisition will have significant benefits for thevarious stakeholders: • The merged business will be able to pool resources for accelerated technology development to expand our product portfolio and improve existing product offering. • The merger of our operations will reduce complexity and administration for customers who use both suppliers as a result of the significant movement of pubs between pub companies following the acquisition / disposal process. • Existing Nucleus customers will benefit from the scale and reaction times of Brulines nationwide in-house field service engineering resource. • Synergies coupled with technology pooling will allow the merged business to develop a portfolio which is relevant to smaller bars and marginal sites where the cost of the full dispense monitoring equipment is cost prohibitive. James Dickson continues: "The acquisition of Nucleus will undoubtedly produceenhanced earnings* next year, and it is an important strategic development inBrulines' growth plans as it enhances product development, further strengthensour senior team and provides a solid commercial platform from which toaccelerate our entry into new markets." Jim Walsh, Director and Founder of Nucleus Data Holdings Limited, commented: "There is a great natural fit between Nucleus and Brulines in terms of people,vision, independence, values and the need for business integrity, not to mentionthe significant benefits to our shared customers. The merged business has anexciting future as it develops its presence in a rapidly changing hospitalitymarket here in the UK and overseas." * The statement regarding earnings enhancement is not a profit forecast andshould not be interpreted to mean that Brulines' future earnings per share willnecessarily exceed or match those of any prior year. - Ends - Enquiries: Brulines (Holdings) plc James Dickson, Chief ExecutiveMark Foster, Finance Director Tel: +44 (0) 1642 358 800mark.foster@brulines.com www.brulines.com Media enquiries: AbchurchSarah Hollins / Justin Heath / Emma Johnson Tel: +44 (0) 113 203 1344emma.johnson@abchurch-group.com www.abchurch-group.com About Brulines Headquartered in Stockton-on-Tees, Brulines employs more than 174 people. TheCompany provides a complete 'information gateway' in more than 18,000 pubs inthe UK, capturing a wide variety of valuable information that enables licensees,operators, owners and brewers the opportunity to improve their business successthrough increased knowledge. A more recent and rapidly growing product offer is Brand Quality Monitoring,which scrutinises the quality of products running through beer lines in a bar;measuring volume, temperature, flow rate and liquid type (e.g. beer, cleaningfluid or water) at the point of dispense. www.brulines.com About Nucleus Nucleus, a private company established in 2000, and based in Tadcaster NorthYorkshire, employs 40 people and at 31 December 2006 had over 2,300 dispensemonitoring installations throughout the UK. Nucleus supplies key information to the pub operators, individual licensees andbrand owners, and has developed a particularly strong service to the regionalbrewers in the UK. In March 2007, Nucleus launched its new Starway range of products that providesan advanced level of real time web based data and an alarm network that enablesproactive management of beer quality and cellar equipment diagnostics. www.nucleus-data.com This information is provided by RNS The company news service from the London Stock Exchange