DWHT Dewhurst Group Plc

RNS Number:0880W
Dewhurst PLC
22 December 2005


                                  Dewhurst plc

          Proposed acquisition of Traffic Management Products Limited

INTRODUCTION

Your Board is pleased to announce that the Company has conditionally agreed to
acquire the entire issued share capital of Traffic Management Products Limited
(TMP Limited) for a maximum consideration of #6.462 million. TMP Limited is a
provider of products to the highways and parking traffic industries.

The Acquisition is classified as a class 1 transaction pursuant to the Listing
Rules and is therefore conditional upon Shareholder approval. A circular
containing details of the acquisitions and notice of Extraordinary General
Meeting will be posted to Shareholders in due course.

THE ACQUISITION

The Company has entered into a conditional share purchase agreement with the
shareholders of TMP Limited to acquire the entire issued share capital of TMP
Limited for a maximum consideration of #6.462 million to be satisfied in cash.
#4.212 million is payable on completion and the remaining deferred consideration
is payable as follows:

-  An amount equal to two times any excess of adjusted EBITDA of TMP
Limited over #385,000 (subject to maximum amount of #250,000) payable in cash
within ten working days following agreement or determination of the adjusted
EBITDA for the period 1 January 2005 to 31 December 2005 PLUS

-  An amount equal to two and one half times the excess of adjusted
EBITDA of TMP Limited above #758,000 during the period 1 January 2006 to 31
December 2006 (subject to a maximum amount of #2 million) payable in cash within
ten working days following agreement or determination of such adjusted EBITDA

TMP Limited had gross assets of #834,000 and net assets of #428,000 as at 31
December 2004 and reported profits before taxation of #409,000 in the year to 31
December 2004.

The current managing director of TMP Limited, Chris Nicklin will remain
following completion of the Acquisition. Chris has been with TMP Limited for six
years and has been instrumental in growing the business to its present size. He
has helped identify new product opportunities, which have developed the business
from its original niche in the parking sector into the wider highways industry.

The Group has considerable experience selling to public sector markets in the
UK. Dewhurst's vandal resistant pushbuttons are widely specified by local
authorities as are LiftStore's control and monitoring systems. The Acquisition
allows the Company to expand into a parallel market with local authority traffic
departments. As a key supplier of highways safety and parking products used by
the DVLA and various local authorities, TMP Limited provides a profitable
addition to our company.

INFORMATION ON TMP LIMITED

Traffic Management Products Limited is a company that produces and supplies
traffic and parking management products (signs, speed bumps, wheel clamps, etc.)
and passive highways safety products (flexible and reflective signs, barriers,
posts etc.). TMP Limited sub-contracts the manufacturing of the products whilst
maintaining final assembly and testing in-house, thereby maintaining quality
control over its products.

TMP Limited's products can be broadly categorised into two sections:

Parking products include:

- Parking/Traffic Control - car park signage, barriers, cones, posts,
bollards and traffic separators

- Enforcement & Security - clamps, motorbike security, padlocks, cycle
stands and CCTV

- Customer Services - 'GoJak' (skates allowing the removal of
obstructing vehicles) and Power Start (a professional system to start vehicles
that have a flat battery)

- Parking Extras - speed bumps, grit bins, convex mirrors, curb and
corner buffers and pay-on-foot machines;

- Signs & Displays - variable message and warning signs;

And highways products include:

-  Passive Safety Signage - these are IRS (Impact Recovery Systems,
Inc.) spring-based systems (a patented spring-loaded base system that restores
the sign to its original position after impacts of up to 45 mph); they include
TMP Flecta (a non-illuminated highly reflective bollard, which replaces the
traditional lit bollards), TMP Flexichev (replaces chevrons in particularly
vulnerable places), and TMP Hazard Markers (replacement for verge posts designed
to handle multiple impacts);

- Passive Safety Columns - lighting columns and traffic posts approved
to BS EN12767 at the highest energy absorption level; and

-  Other products include road barriers, cycle lane markers, tactile
paving and a range of bollards.

TMP Limited's customer base includes local authorities, contractors for the
Highways Agency, Vinci Park UK and NCP
--------------------------------------------------------------------------------

Further Information

Dewhurst plc                             020 8607 7300
Richard Dewhurst / Jared Sinclair

Seymour Pierce Limited                   020 7107 8000
Sarah Wharry / John Depasquale



                      This information is provided by RNS
            The company news service from the London Stock Exchange

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