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Thermwood

Advanced Thermal Composites Purchased by Kingspan

13 May 2005

Kingspan, manufacturer of an integrated range of products for the construction industry, has acquired 100% of the shares of Advanced Thermal Composites Ltd ('ATC').

ATC is a manufacturer of composite sandwich panels based in Warrington, UK and manufactures continuous PIR and discontinuous PU panels, which it supplies for use in, inter alia, cold storage and food preparation applications. The acquisition of ATC complements Kingspan's existing business in the UK.

Consideration at completion is 20m GBP, with a further £1m deferred consideration payable over a period of three years except in certain circumstances. The consideration at completion is subject to upwards or downwards adjustment based on net cash or debt and net assets each as agreed or determined post completion. The total consideration represents a multiple of 6 times historic EBITDA (earnings before interest, tax, depreciation and amortisation) and 6.4 times historic EBIT (earnings before interest and tax).

ATC is expected to have net assets, excluding cash, at completion of £3.6m and had aggregated revenue of £15.3m and profit before tax of £3.3m based on audited accounts for the year ended 31 August 2004.





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