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Accquisition of Mcguffie Brunton Ltd

28 March 2008, K3, the IT solutions provider to the supply chain sector, is pleased to announce the conditional acquisition of the entire issued share capital of McGuffie Brunton Limited (“McGuffie Brunton”), the Manchester based manufacturing software solutions business, for a total consideration of £12.5m to be satisfied in a mix of cash and shares.

Established in 1981, McGuffie Brunton is one of two UK distributors of the SYSPRO range of Microsoft-based Enterprise Resource Planning (“ERP”) software for manufacturing and distribution companies. The other UK SYSPRO distributor, Information Engineering Group Ltd, was acquired by K3 in June 2005 and has enjoyed significant sales and profits growth as part of K3. The Directors of K3 believe that the logic of combining both distributors, both of which are based in Manchester, is compelling.

McGuffie Brunton has four offices in the UK and has implemented over 650 SYSPRO systems. It has over 300 customers, including KLM Engineering, Smurfit Corrugated (UK) Ltd, part of Smurfit Kappa Group, Europe’s leading packaging supplier, ABI Caravan, the caravan manufacturer, and Premier Percussion, the wooden drums and percussion instruments manufacturer. McGuffie Brunton’s audited accounts for the year to 31 December 2006 show turnover of £6.32 million. Adjusted operating profit for the year was £1.7 million.

The combined businesses have pro forma sales of around £12.0 million, with a total customer base of approximately 450 companies. Around half this revenue is recurring annual licence fees and maintenance income that is invoiced in October each year. This means that K3’s results going forward will be weighted heavily towards the second half. Following the completion of the acquisition, key McGuffie Brunton management will be retained to help exploit synergies and to continue to grow the business.

The consideration will be satisfied by cash of £10m and the issue of 2,024,292 ordinary shares of 25p each (“Ordinary Shares”), of which 1,775,148 have been placed with institutional investors through a vendor placing by Daniel Stewart & Co Plc at a price of 123.5 pence per Ordinary Share, (the ‘Placing’). In addition, the Vendors will also retain surplus cash of £1.308m. K3’s bankers, The Royal Bank of Scotland, is providing debt funding to support the acquisition. In addition, Daniel Stewart & Company Plc, on behalf of the Company, has placed a further 74,852 new Ordinary Shares for cash at 123.5 pence.

Completion of the acquisition and admission to trading on AIM of the new Ordinary Shares are expected to take place on 2 April 2007.

Andy Makeham, Chief Executive of K3, said

“This acquisition is an ideal strategic fit with our existing manufacturing software division. Both McGuffie Brunton and our manufacturing software business sell the same product from the same town. There are therefore considerable advantages in combining both businesses. The combined unit will represent a significant presence in the manufacturing systems marketplace and the addition of McGuffie Brunton’s user base increases our recurring income, which will help to underpin K3’s performance going forward.”

For further information:

K3 Business Technology Group plc

Andy Makeham, Chief Executive

David Bolton, Chief Finance Officer

T: 01282 864 111


Daniel Stewart & Company Plc (Nominated Adviser)

Paul Shackleton

T: 020 7776 6550



Katie Tzouliadis

T: 020 7448 1000

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

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