Judges Scientific plc
PAYMENT OF DEFERRED CONSIDERATION PURSUANT TO THE ACQUISITION OF SCIENTIFICA LIMITED
22 May 2014
JUDGES SCIENTIFIC plc
("Judges Scientific", "Judges", or the "Company")
PAYMENT OF DEFERRED CONSIDERATION PURSUANT TO THE ACQUISITION OF SCIENTIFICA LIMITED
On 27 June 2013, Judges Scientific announced the acquisition of 100% of the issued share capital of Scientifica Limited ("Scientifica"). The consideration payable on completion amounted to £12.0 million in cash. In addition, there was provision for the payment of an earn-out capped at £1.0 million of which £0.5 million was payable in cash with the balance settled by the issue of 42,372 new ordinary shares of 5p each in Judges Scientific ("Ordinary Shares") at a price of £11.80 per share, being the prevailing price of Judges' Ordinary Shares on the day the acquisition was agreed in principle. The maximum earn-out would be payable if Scientifica generated operating profits of £2.167 million or more in respect of the twelve-month period to 31 March 2014.
Accounts for the earn-out period have now been agreed and the Directors of Judges are pleased to announce that the profit threshold of £2.167 million was comfortably exceeded. Accordingly, the additional cash consideration has been paid and the Company has today issued 42,372 new Ordinary Shares to the Vendors of Scientifica; application has been made for these new Ordinary Shares to be admitted to AIM and dealings are expected to commence on 28 May 2014.
If the closing mid-market price per Ordinary Share on 21 May 2014 of £20.80 is used in substitution for the price of £11.80 per Ordinary Share the value of the earn out shares amounts to £881,338, the total value of the earn-out amounts to £1,381,338 and the total consideration paid for Scientifica amounts to £13,381,338. These figures exclude transaction costs and payments reflecting excess working capital over and above the ongoing requirements of the business.
Upon admission of the new Ordinary Shares to trading on AIM the enlarged issued share capital will be 5,956,142 Ordinary Shares.
For further information please contact:
Judges Scientific Plc
David Cicurel, CEO
Tel: 01342 323 600
Shore Capital (Nominated Adviser & Broker)
Edward Mansfield
Tel: 020 7408 4090
Cardew Group (Financial Public Relations)
Melvyn Marckus
Tel: 020 7930 0777 or 07775 896 491
Websites:
Judges Scientific: www.judges.uk.com
Scientifica: http: www.scientifica.uk.com
