A&R Training Services Limited - May 2009

Woodspeen Training plc (“Woodspeen” or the “Company”) has acquired 100% of the issued share capital of A & R Training Services Limited (“A&R”) for an aggregate consideration of £3.1 million, payable as to £2.7 million in cash and £0.4 million in Loan Notes. In addition the Company will pay on a £ for £ basis for net assets in excess of £0.4 million (“Excess Net Assets”) at 30 April 2009. The £2.7 million in cash was paid on completion. The Excess Net Assets will be determined by completion accounts as at 30 April 2009. The payment for the Excess Net Assets will be settled in cash and is expected to be paid in June 2009. The amount payable for the Excess Net Assets is expected to be less than £0.1 million.

The Loan Notes, which bear interest at 6% per annum, are redeemable in four semi-annual payments of £100,000 commencing on 31 January 2010.Interest iswill be paid on each redemption date. 

 A&R, which was established in 1992, is private company providing government sponsored vocational training programmes in West Yorkshire where it has four training centres in Huddersfield, Halifax, Bradford and Wakefield. Its principal business is operating “Apprenticeships” for 16-18 year olds and for adults. It specialises in occupational programmes in childcare, health and social care and customer service. In addition A&R runs “Entry to Employment” programmes aimed at 16-18 year olds who are not in employment or training and “New Deal” programmes aimed at the long term unemployed.

Futures Training Centres Limited - May 2008

Woodspeen Training plc (“Woodspeen” or the “Company”) has acquired the entire issued share capital of Futures Training Centres Limited (“Futures”).  Futures, is a private company providing vocational training to adults in the UK, predominantly under the Government’s Learndirect and Train to Gain programmes.

The consideration for the acquisition is a maximum of £2,762,500, payable in cash, convertible loan notes and new ordinary shares in the Company. The initial consideration of £1,150,000 comprised £650,000 cash, £100,000 convertible loan notes and 800,000 new ordinary shares issued at 50p per share. Subsequent payments, related to a multiple of pre tax profits in excess of a threshold level, will be payable in cash (40%) and new ordinary shares (60%) to be issued at 60p in 2009 and in cash (34.75%) and new ordinary shares (65.25%) to be issued at 75p in 2010.