THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, FRANCE, NEW ZEALAND OR THE REPUBLIC OF IRELAND.

This announcement does not and these materials do not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe new Ordinary Shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, France, New Zealand or the Republic of Ireland or any jurisdiction in which such publication or distribution is unlawful.

18 July 2006

 

Inspicio plc ("Inspicio" or the "Company")

Acquisition of Eclipse Scientific Group Limited ("Eclipse")

Inspicio plc (INP.L), the UK and international inspection and testing business, is pleased to announce that it has entered into a conditional agreement to acquire Eclipse Scientific Group Limited ("the Acquisition"), one of Europe’s leading independent food and pharmaceutical testing laboratories.

Acquisition Highlights:
• Continues Inspicio’s strategy to build a global testing and inspection business
• Earnings enhancing for Inspicio in first year
• Acquisition of Eclipse for £47 million
• Up to £3 million further payable to Julie Dedman, Managing Director of Eclipse, based on the future performance of Eclipse
• The Acquisition to be funded through a combination of new debt facilities ("the New Debt Facilities") of £22 million and the issue of new Ordinary Shares of £30 million, including both a placing by Bridgewell Limited of approximately 25.1 million new Ordinary Shares ("the Cash Placing") at a price of 110 pence per Ordinary Share and the issue of approximately 2.1 million Consideration Shares to several of the Eclipse Vendors
• Inspicio’s third major acquisition since listing in April 2005
• Increases Inspicio’s proportion of sales of higher-margin testing services

About Eclipse:
• Eclipse achieves profit (EBITDA) margins of 22 per cent. in a market that is expected to grow at approximately 20 per cent. per annum
• Eclipse is an analytical food testing business that is well known to Inspicio and complementary to Inspicio’s existing businesses
• It is well established within the United Kingdom and the Republic of Ireland where it focuses on analysis of the food, pharmaceutical, water, environmental, agrochemical and animal feed industries

Commenting on the Acquisition, Inspicio’s Chief Executive Officer, Mark Silver, said: "We believe there is an opportunity to build a global food testing business within Inspicio. The global food and pharmaceutical testing market is estimated to be worth £540 million and is growing at approximately 20 per cent. CAGR, but it is fragmented. By acquiring Eclipse we plan to build a global food testing business on Inspicio’s existing laboratory infrastructure that will service this growing demand, and create a platform to further consolidate the industry."

For further information, click here.

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Inspicio Holdings Ltd

10 Buckingham Street

London

WC2N 6DF

Tel: +44 (0) 20 7004 2780
Email: askus@inspicio.com