Acquisition

RNS Number:5971T
Wigmore Group (The) PLC
26 March 2002

The Wigmore Group ("Wigmore" or "the Company")

Acquisition of Speymill Contracts Limited, Open Offer to Shareholders and
Admission to AIM

Highlights

• Conditional agreement to purchase Speymill Contracts Limited for £4million

• Consideration to be satisfied by £700,000 cash, £2.3million debt set off
and a £1million convertible loan note

• Underwritten Open Offer to raise approximately £840,000 before expenses

• Acquisition will boost turnover and geographical exposure and will allow
cross selling opportunities between Wigmore and Speymill

• For the nine months ended 31 December 2001 Speymill's profit or ordinary
activities before taxation was £601,245 on turnover of £12,659,952

Peter Hewitt, Chief Executive of Wigmore Group plc, commented:

"This acquisition represents a major step forward for The Wigmore Group plc. We
said in January 2002 when we came to AIM that we were looking to build a focused
support services group with major internal cross-selling capability and this
acquisition will aid our progress in achieving that objective. The acquisition
will give the Group a considerably greater pool of resources and expertise and
enhance its geographical penetration."

For further details please contact:

Peter Hewitt

Executive Chairman

The Wigmore Group Plc 01293-423301

Adam Reynolds/Takki Sulaiman

Hansard Communications 020-7735-9415

The Board of The Wigmore Group plc, the AIM listed facilities management
company, is pleased to announce that they have entered into a conditional
agreement to purchase the entire issued share capital of the contracting
subsidiary of Artisan (UK) plc ("Artisan"), Speymill Contracts Limited
("Speymill").

The consideration for the acquisition of £4 million is to be satisfied by
£700,000 in cash, a further £2.3 million to be satisfied by the set-off of
inter-company debt between Artisan and Speymill and the balance to be satisfied
by the issue to Artisan of a convertible loan note in Wigmore of £1million. The
loan note will attract interest, payable quarterly, at a rate of 2.5 per cent
per annum above the base rate for the time. Artisan shall be entitled to convert
the loan note into Ordinary Shares at the issue price of 3p per share providing
that Artisan's aggregate holding of Ordinary Shares remaining below 30 per cent.
of the issued Ordinary Share capital of the Company from time to time.

Speymill is a specialist contractor working predominantly in the leisure
industry and hotel industry. Established in 1995, Speymill provides construction
and property refurbishment services to public house, restaurant, hotel and
leisure groups and specialises in building, transforming, refurbishing and
converting commercial, leisure and licensed premises.

The Company will be announcing its results for the year ended 31 December 2001
later today. Since the year end, trading for Wigmore Group has been broadly in
line with expectations. In December 2001 the Group's main subsidiary, First
National Property Maintenance Limited ("FNPM"), secured a contract with a
Registered Social Landlord worth £1.25 million per annum and the Company is in
the process of bidding for further contracts. The Directors are optimistic that
further contracts will be secured in the current financial year.

In the Directors' view the acquisition of Speymill represents a significant step
forward in building a focused support services group. Speymill has a strong
client base with a wide geographical coverage including Scottish and Newcastle
Retail, the Old Monk Pub Company, Surrey Free Inns (SFI Group plc), Regents Inns
plc, Fish! Plc, and Pizza Express Restaurants plc.

Speymill, whose asset value was £914,235 as at 30 March 2001, made a profit
before tax of £690,324 in the year to 31 March 2001 on turnover of £16,325,874.
For the nine months ended 31 December 2001 Speymill's profit on ordinary
activities before taxation was £601,245 on turnover of £12,659,952.

The acquisition is conditional on a fundraising exercise to be undertaken by
Wigmore, the approval in general meeting of Wigmore Shareholders and on the
admission of the new Wigmore shares, issued as a result of the fundraising
exercise, to trading on AIM. A prospectus ("Prospectus") containing full details
of the acquisition and the fundraising is being posted to Wigmore shareholders
today. Terms in this announcement have the same meaning as defined terms in the
Prospectus.

To satisfy the cash element of the consideration, the Company is proposing to
raise approximately £840,000 via an Open Offer to Wigmore shareholders on the
basis of 1 Open Offer Share for every 2 Existing Ordinary Shares, amounting in
aggregate to 27,928,620 New Ordinary Shares, at an issue price of 3p per share.
Seymour Pierce Ellis has agreed to underwrite the Open Offer in full.

Peter Hewitt has irrevocably undertaken and agreed in his capacity as a
Qualifying Shareholder to apply for 400,000 New Ordinary Shares in aggregate
which, at the Issue Price, amounts to £12,000 and represents 0.48 per cent of
the Enlarged Issued Share Capital. Artisan, Keith Lassman, Peter Hewitt and
Fidelma Hewitt (to the extent that Peter Hewitt has not taken up his rights as
set out above) have irrevocably undertaken not to apply for any New Ordinary
Shares. Seymour Pierce Ellis has agreed to place these shares, amounting to
8,981,036 Ordinary Shares (which represents 10.72 per cent. of the Enlarged
Issued Share Capital), with their clients, including Alan Brookes, a proposed
Director. Alan Brookes has agreed to subscribe for 500,000 New Ordinary Shares
which at the Issue Price amounts to £15,000 and represents 0.60 per cent. of the
Enlarged Issued Share Capital.

Due to the size of Speymill in relation to the size of the Group, the
acquisition is classed as a reverse takeover under the AIM Rules and is
therefore subject to Shareholder approval at the Annual General Meeting of the
Company to be held at 11.00 am on 22 April 2002 at 19 Cavendish Square, London
W1A 2AW. Dealings in the Existing Ordinary Shares and the New Ordinary Shares
are due to commence on AIM on 23 April 2002. The market capitalisation of the
Company on Admission will be £2,513,575.80 at the Issue Price.

The acquisition of Speymill is also classed as a related party transaction
pursuant to Rule 12 of the AIM Rules as Artisan is a substantial shareholder of
the Company. Accordingly the Directors have confirmed that they consider, having
consulted with Seymour Pierce, that the terms of the Acquisition are fair and
reasonable insofar as the Shareholders are concerned.

The timetable of key events for the acquisition and Open Offer is set out below:

Date Event
Close of business on 21 March 2002 Record date for the Open Offer
26 March 2002 Prospectus posted to Shareholders
27 March 2002 Ex date for Open Offer
3.00 p.m. on 17 April 2002 Latest time and date for splitting of Application Forms (to satisfy bona
fide market claims only)
3.00 p.m. on 19 April 2002 Latest date for receipt of completed application forms and payment in full
under the Open Offer
11.00 a.m. on 20 April Latest time and date for receipt of Forms of Proxy
11.00 a.m. on 22 April 2002 Annual General Meeting
23 April 2002 Dealings commence on AIM

CREST Accounts credited
30 April 2002 Despatch of definitive share certificates

Upon completion of the acquisition, Alan Brookes, the current Managing Director
of Speymill, will join the Board as an Executive Director, along with Fidelma
Hewitt, who will join the Board as a part-time Executive Director with
responsibility for the Enlarged Group's human resources.

Alan Brookes, aged 41, is currently the operations director at Artisan, but will
resign on completion of the acquisition from Artisan and its associated
companies. Alan joined Speymill in February 1998 as managing director. Alan was
chief surveyor with Dean & Bowes (Contracts) Limited and worked predominantly in
the leisure industry. Prior to this Alan was with VAT Watkins (City) Limited for
seven years working on specialist refurbishment projects such as Grosvenor House
Hotel, Chelsea Harbour Club sports complex and various PSA projects. From 1980
to 1986 Alan worked as a clients quantity surveyor for private practice, a
Regional Health Authority and a Local Authority. Under the terms of his service
contract with Wigmore, Alan will be paid £98,700 per annum and will also be
entitled to receive a car allowance, private medical insurance, life assurance
cover, a pension contribution equal to 10 per cent. of his basic salary and an
annual profit related bonus equal to 5 per cent. of the net profits before tax
of Speymill together with a one off bonus of £20,000 payable in respect of the
year ending 31 March 2002 and payable in July 2002. His contract is terminable
on not less than nine months' notice by either party and his salary will be
reviewed by the Board annually.

Fidelma Hewitt, aged 50, is a director of FNPM and is responsible for all
personnel and human resources matters within the Group, including recruitment,
induction and some elements of health and safety issues. She has completed three
years of a law course. Fidelma has acted as a mediator for Adur Independent
Mediation Service and is an Independent Person for the Social Services
Complaints Procedure for both Brighton and East Sussex County Council. Fidelma
is an affiliated member of the Chartered Institute of Personnel Development and
the Institute of Legal Executives. Fidelma works part time but will become full
time as the business grows. Under the terms of her service contract Fidelma will
act as the part-time Human Resources Director at a salary of £32,500 per annum
with a full time equivalent of £57,500 per annum. She is required to work for an
average of two and a half days per week and the agreement is terminable by
either party giving to the other not less than six months' notice. The salary
will be reviewed by the Board annually. She will be entitled to receive a car
allowance, private medical insurance, life assurance cover, a pension
contribution equal to 10 per cent. of her basic salary and a bonus at the
discretion of the Board.

I also announce that Brian Dillon, one of Wigmore's non-executive directors,
resigned from the Board yesterday in order to concentrate on his other business
activities. Brian has been replaced by Peter Grisman, who is currently the
Group's part-time financial controller and joined the Board yesterday as
part-time executive Finance Director.

Peter, aged 50, qualified as a chartered accountant in 1977 and remained in
private practice until 1979. He has an international commercial background in
manufacturing, insurance and financial and other services. He has been a
financial controller and company secretary in both manufacturing and service
industries and has been a finance director in subsidiaries of Morgan Crucible
Group plc. In 1989 he became finance director of Trade Indemnity plc and between
1991 and 1993 was managing director of two subsidiaries of Trade Indemnity Group
plc. Between 1994 and 1996 he was group finance director of Kays Food Group plc.
Since 1996 he has been a partner in a consultancy business assisting in
acquisitions, mergers and refinancing and offering interim management services.
Peter works part time but will be available full time as the business grows. He
is a Fellow of the Institute of Chartered Accountants in England and Wales.

Under the terms of service agreement he will act as the part-time Finance
Director at a salary of £25,500 per annum, (with a full time equivalent of
£77,500 per annum) terminable by either party giving to the other not less than
three months' notice. He is required to work not less than one day per week. The
salary will be reviewed by the Board annually.