Acquisition
March 25 2010 - 3:00AM
UK Regulatory
TIDMDGB
RNS Number : 1470J
Digital Barriers plc
25 March 2010
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 GBP2.5 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 GBP1.65 million is payable in cash on completion
and will be satisfied from the Company's existing cash reserves.
Deferred consideration of up to GBP0.35 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 GBP0.5 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 GBP1.95 million, with EBIT of GBP0.37 million (before deduction of
the majority shareholder's dividend). At 31 July 2009, SAL had net assets of
GBP0.6 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:
+-----------------------------------+----------------+
| Digital Barriers plc | 020 7940 4740 |
+-----------------------------------+----------------+
| Tom Black, Executive Chairman | |
+-----------------------------------+----------------+
| Colin Evans, Managing Director | |
| | |
+-----------------------------------+----------------+
| | |
+-----------------------------------+----------------+
| Investec Investment Banking | 020 7597 5970 |
+-----------------------------------+----------------+
| Andrew Pinder / Erik Anderson | |
| | |
+-----------------------------------+----------------+
| | |
+-----------------------------------+----------------+
| Financial Dynamics | 020 7831 3113 |
+-----------------------------------+----------------+
| Edward Bridges / Matt Dixon | |
+-----------------------------------+----------------+
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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