02 May 2007 - Acquisition

Company  Optimisa PLC
TIDM  OPS
Headline  Acquisition
Released  15:52 02-May-07
Number  9919V
Optimisa plc

Acquisition of Report International Limited

Optimisa plc (’Optimisa’ or the ‘Company’) has today agreed to acquire all of the issued share capital of Report International Limited (’RIL’).

RIL provides content analysis of national and international media output to support product and market research, brand equity modelling, corporate reputation management and PR campaign planning. The Directors of Optimisa believe that RIL’s product offering is complementary to Optimisa’s existing businesses and that cross selling opportunities with RIL and the ability to share resources will contribute to the growth of the Optimisa group.

On the basis of the last published accounts of RIL, for the year ended 30 April 2006 turnover amounted to £1.8 million with profit before tax of £70,000. The net assets of RIL at that date were £209,000.

The consideration payable consists of an initial cash payment of an amount equal to 1.25 times the Company’s net assets as at 30 April 2007, as determined by completion accounts to be agreed or determined following completion. On the basis of the accounts for the year ended 30 April 2006, this would amount to £261,000. Further cash consideration will be payable amounting to 1.25 times the pre-tax profits of RIL for the eight months ending 31 December 2007. In addition, a second earn out consideration will be payable on the basis of a multiple of RIL’s average profit before tax for the two years ending 31 December 2009 on the following basis: for the first £200,000 average annual profits - a multiple of 4; for the excess of average annual profits over £200,000 up to a maximum average profits of £500,000 - a multiple of 3; and for the excess average annual profits between £500,000 and £700,000 - a multiple of 1. The second earnout consideration will be payable in cash, although Optimisa may elect to settle up to 20 per cent. by way of an issue to the vendors of new ordinary shares in the Company at the then prevailing market price. The maximum consideration will be £2.2 million.

Enquiries

Ron Littleboy, Chairman, Optimisa plc, 07789 691581
Simon Dannatt, Chief Executive, Optimisa plc, 020 7960 3300
Jonathan Waters, Director, Optimisa plc, 020 7960 3300
Hugh Oram, Nabarro Wells Limited, 020 7710 7400
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