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May 2, 2000

Chloride completes Acquisition of Masterguard for £20.3 million

COMPANY PRESS RELEASE : Chloride announces the acquisition at 31 March 2000 of Masterguard, the power protection division of Siemens AG, for a net cash consideration of GBP20.3 million subject to adjustment on completion.

By CBR Staff Writer

This will consolidate the Group’s pan European capability by giving it a market leadership position in Europe’s largest power protection market, Germany, and in the growing Turkish market.

Masterguard’s headquarters are situated at Erlangen, Germany where its sales and service, R&D and manufacturing facilities are based. In Turkey it has a sales and service operation based in Istanbul. In addition, Masterguard has a well established network of international partners, which are largely complementary to Chloride’s own network.

Masterguard employs a total of 170 people.

The acquisition provides:

market leading positions in Germany and Turkey;

blue chip customers including Siemens

high quality products and a complementary international distribution network;

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the opportunity to market LIFE 2000, Chloride’s world leading remote monitoring service, to Masterguard’s installed product base;

a strong research and development capability which will reinforce the Group’s ability to quickly introduce innovative products; and

enhanced earnings

The consideration for the acquisition is being satisfied in cash funded by the Group’s existing debt facilities.

For the year to 30 September 1999, Masterguard’s businesses had turnover of GBP29.0 million and generated earnings before exceptional costs, interest and tax of GBP1.5 million. In the twelve months to Chloride’s financial year ending 31 March 2000, Chloride expects Masterguard’s turnover to be GBP30.1 million and earnings before exceptional costs, interest and tax of GBP2.1 million. As part of the process of establishing the Masterguard business separately from Siemens, exceptional costs were incurred in the year to 31 March 2000 totalling c. GBP1.0 million. Masterguard had net assets at 30 September 1999 of GBP3.6 million.

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