20th Jul 2006 12:45
Appian Technology PLC20 July 2006 Appian Technology plc / Ticker: APN / Market: AIM / Sector: Technology 20 July 2006 Appian Technology plc ('Appian' or 'the Company') Acquires ANPR business Genesis (UK) Limited & Raises £2.33 million Overview: • Acquired ANPR developer and supplier Genesis (UK) Ltd for an initial consideration of £1.398 million of which £699,000 is payable in cash • Deal expands market penetration both in UK and internationally and significantly strengthens the group's strategic customer base in the UK police market • Increases Appian's product range and service offering in the policing, security, counter terrorism, traffic management and commercial markets • Appian has raised £2.33 million before expenses through the issue of 26.7 million shares at 8.75p per share to fund the deal and for working capital Appian Technology plc, the AIM-traded provider of Automatic Number PlateRecognition systems ('ANPR') and traffic management products and solutions, hasacquired ANPR developer and supplier Genesis (UK) Limited ('Genesis') for aninitial consideration of £1.398 million in cash and shares. This acquisition strengthens Appian's commitment to the policing, security andcounter terrorism markets in the UK and worldwide. It will increase the enlargedcompany's penetration into the security, traffic and commercial ANPR markets inthe UK and internationally, broaden its ANPR technology and supporting productofferings to these markets and increase the scale of the combined businesseswith benefits in sales, marketing, research and development. In order to provide the cash element of the initial consideration and forworking capital purposes generally, the Company's broker JM Finn & Co., hasplaced 26,670,744 new ordinary shares with institutional and private clients at8.75p per share to raise £2.33 million before expenses. The placing isconditional on the admission of the new shares to trading on AIM. Genesis, established in 1999, supplies the "Shark" range of ANPR productsincluding in car and back office systems. Customers include a number of policeforces in the UK which are complementary to Appian's customer base. Genesis hasalso developed ANPR based products which it sells into the petrol forecourt andcommercial access control markets. Internationally it is part of a consortiumwhich recently won a congestion charging contract in Malta. For the five monthsended May 2006 and the year ended 31 December 2005, Genesis reported profitsafter taxation of £149,000 and £33,000 on sales of £1.140 million and £1.127million respectively. Genesis had net assets of £28,000 at 31 December 2005 and£177,000 at 31 May 2006. The Company is committed to further the development of the "Talon" and the "Shark" range of ANPR products and maintaining its highest quality status. Appianis also committed to maintaining a high level of service to its police andcommercial customers. The combination of Appian and Genesis will significantlyincrease the scale of operations and with its enhanced financial strength, willenable the combined companies to further improve its product range and customerservice. Appian Chairman Pat Ryan said: "The acquisition of Genesis demonstrates Appian'scommitment to the ANPR market and represents a significant step in confirming usas the leading ANPR supplier in the UK and worldwide. The deal particularlystrengthens our position as a worldwide leader in the police market, broadensthe range of products and services we can offer our existing customer base,while at the same time expanding that base into new commercial sectors. The fundraising underlines the commitment from our investors to our growth strategy andI hope we as a Board, can reward them by continuing the development of ourbusiness in the UK and internationally." Appian is acquiring the entire issued share capital of Genesis, subject toadmission of the placing shares and the initial consideration shares to AIM, foran initial consideration of £1.398 million, to be satisfied as to £699,000 incash and the balance by the issue of 7,556,757 new ordinary shares, and amaximum deferred consideration of £1.625 million. At the discretion of theCompany, up to 50 per cent of the deferred consideration is to be satisfied bythe issue of new ordinary shares at the prevailing market price subject to aminimum price of 9.25p per new ordinary share, with the balance to be satisfiedin cash or cash backed loan notes. The deferred consideration will be calculated on the following basis: • For the year ending 31 December 2006 an additionalconsideration of up to £475,000 calculated as to 6.2 times profits before taxfor that year (subject to a maximum profit before tax of £290,000 and a minimumprofit before tax of £150,000) less £1,323,000; and • For the year ending 31 December 2007 an additionalconsideration of up to £1.15 million calculated as to 6.7 times profits beforetax for that year (subject to a maximum profit before tax of £440,000 and aminimum profit before tax of the greater of the profit before tax for the yearending December 2006 or £150,000) less £1,323,000 and any deferred considerationpaid in respect of the year ended 31 December 2006. Application has been made for the admission of the 34,227,501 New OrdinaryShares to trading on the AIM market. The New Ordinary Shares will rank paripassu with the existing ordinary shares of 1p each in the Company and dealingsin these New Ordinary Shares are expected to commence on 26 July 2006. Following Admission of the Consideration and Placing Shares to trading on AIMthe Company will have 145,654,995 shares in issue. * * ENDS * * For Enquiries:Pat Ryan Appian Technology plc Tel: 01628 554750Tom Keene Appian Technology plc Tel: 01628 554750Hugo de Salis St Brides Media and Finance Ltd Tel: 020 7242 4477 Notes to Editors: Appian Technology plc, which joined AIM on 4 January 2006, provides high techproducts for automatic number plate recognition ('ANPR'), vehicleidentification, modern traffic management, parking guidance and car parkmanagement problems for the surveillance, counter terrorism, access controland congestion charging markets. Key products are Talon ('ANPR') andNavigator PGI (parking guidance information system). In 2003 the Companyintroduced TalonSP, a software based version with all the functionality ofTalon, which is capable of running a number of cameras on any modern PCplatform. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Applied Nutri