22 May 2015
JUDGES SCIENTIFIC plc
("Judges Scientific", "Judges" or the "Group")
PAYMENT OF DEFERRED CONSIDERATION PURSUANT TO THE ACQUISITION OF ARMFIELD LIMITED
On 22 January 2015, Judges Scientific, the parent company of a group engaged in the design, manufacture and sale of scientific instruments, announced the acquisition of 100% of the issued share capital of Armfield Limited ("Armfield"), a Hampshire-based instrument maker. Armfield designs and markets engineering equipment and research instruments for educational applications, together with research and development systems focused on the food, beverage, dairy, vegetable oils and pharmaceutical industries.
The consideration payable on completion amounted to £8.28 million in cash. In addition, there was provision for the payment of an earn-out capped at £1.51 million, based upon achievement of a profit threshold of £1.96 million in respect of the year to 31 December 2014. Half of the earn-out was payable in cash and half through the issue of new ordinary shares ("Ordinary Shares") in Judges at a price of £20.55 per Ordinary Share, based on the prevailing price of Judges' Ordinary Shares on the day the headline terms of the acquisition were agreed.
Accounts for the earn-out period have now been agreed and the Directors of Judges are pleased to announce that the profit threshold was attained. Accordingly, the additional cash consideration relating to the deferred consideration has been paid and the Company has today issued 36,738 new Ordinary Shares to the vendors of Armfield. Application has been made for these new Ordinary Shares to be admitted to AIM and dealings are expected to commence on 29 May 2015.
The closing mid-market price of £16.825 per Ordinary Share on 21 May 2015 values the earn-out shares at £618,117. This gives a total earn-out value of £1,373,117 and takes the total consideration paid for Armfield to £9,653,117. 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 of the Company will be 6,052,949 Ordinary Shares.
For further information please contact:
Judges Scientific Plc
David Cicurel, CEO
Brad Ormsby, Group FD
Tel: 01342 323 600
Shore Capital (Nominated Adviser & Broker)
Pascal Keane
Edward Mansfield
Tel: 020 7408 4090
Cardew Group (Financial Public Relations) Melvyn Marckus
Tel: 020 7930 0777 or 0775 896 491
Websites:
Judges Scientific: www.judges.uk.com
Armfield: www.armfieldonline.com
