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Croma Security Solutions Group Plc
(the "Company" or the "Group")
CSSG has acquired Access Locksmiths Limited, ("Access"), trading as Access Key and Lock, a locksmithing business based in Fareham and trading from five outlets along the south coast.
The maximum consideration for the entire issued share capital of Access is £2 million, comprising 2,027,027 new ordinary shares in CSSG ("Consideration Shares"), £0.6 million in cash on completion, deferred consideration of £0.2 million in cash after 6 months, and up to £0.2 million will be payable in cash after 12 months subject to meeting earn out targets.
The Managing Director and owner of Access Locksmiths Limited, Mr Mark Whettingsteel, has joined the board of CSSG plc and will run all locksmith operations for the Group.
In the year to 28 February 2015, Access had sales of £2.44 million, profit before tax of £0.3 million and reported net assets of £0.74 million at that date.
Application has been made for the admission of the Consideration Shares to trading on AIM which is expected to occur on 14 December 2015.
Mr Whettingsteel receives a salary commensurate with the median of the other executive directors' salaries and has agreed not to sell the Consideration Shares for a period of 18 months commencing on admission, except in certain restricted circumstances, and for a further 2 years only to the extent that an orderly market is maintained in the Company's shares.
Commenting on the transaction, Chairman Sebastian Morley said "Access Key and Lock is a fantastic business with a great footprint along the south coast. We are delighted to complete this acquisition. which will significantly strengthen our locksmith offering. It will help us secure and service large corporate clients in the south and, in due course, further afield. We see the locksmith market as one which is ripe for consolidation by a quality focussed service provider.
The aim of this transaction is twofold: To add an excellent business to the Group and to add expertise and focused leadership to the Locksmith division of the Group. Where we can make strategic acquisitions that add immediate value to shareholders, we shall do so. Our aim is to create a total security solutions group that delivers excellence and this this is a further step in that project.
I am particularly pleased to welcome Mark Whettingsteel to the Board. His achievements in growing his business over the last few years speak for themselves and I look forward to bringing his energy and enthusiasm to bear on our broader security offering."
The following information is provided in accordance with paragraph (g) of Schedule 2 and Schedule 4 of the AIM Rules for Companies.
Mark Whettingsteel, aged 46, has a service contract as Director of the Company dated 8 December 2015. The appointment is terminable on 12 months' notice by either party.
Mr Whettingsteel holds, and has held within the five preceding years, the following directorships and partnerships:
Centre Security Limited (Current)
Access Locksmiths Limited (Current)
Access Key and Lock Limited (Current)
Access Intruder Systems Limited (Resigned 20.5.13)
Croma Security Solutions Group Plc 07768 006 909
Sebastian Morley (Chairman)
WH Ireland 0207 220 1666
(Nominated Adviser and broker)
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