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PLEXUS- announcement

  1. 131 Posts.

    HOMEX - Perth

    On 12 February 2002, Plexus International Limited ("Plexus") advised
    the market that U-Plex plc ("U-Plex"), its 73.5% owned UK subsidiary,
    had received an offer to acquire all of its shares in the U-Plex
    subsidiary, Home Electrical Direct Limited ("HED"). Since that time,
    the potential acquirer has completed extensive due diligence and,
    based on the outcome of this due diligence process, a new Heads of
    Agreement has been executed.

    The sale is subject to the final agreement of formal sale and
    acquisition documentation and to the approval of Plexus shareholders.

    Under the Heads of Agreement, U-Plex will receive a total
    consideration of GBP2.5 million (approx A$6.67 million) subject to
    finalisation of completion accounts. This consideration will be paid
    as follows:

    * A payment of a deposit of GBP100,000 (approx A$270,000) on 13 May

    * A payment of GBP250,000 (approx A$675,000) on execution of the
    sale and acquisition agreement.

    * A payment of GBP560,000 (approx A$1.51 million) to be made in
    seven monthly payments of GBP80,000 commencing on 1 August 2002.

    * A single payment of GBP90,000 (approx, A$240,000) on 1 March 2003
    to bring the payments, to this date, to a total of GBP1 million. This
    last payment will be adjusted to reflect any variations in the net
    asset position of HED between 31 March 2002 and the completion date.
    * Commencing on 1 April 2003, quarterly payments representing 1.5% of
    the turnover of HED for the previous quarter will be made, subject to
    each payment being a minimum of GBP93,750 (approx A$250,000), until
    such time as the total consideration amounts to GBP2.5 million. Any
    agreed residual inter-company debts owed to HED, as at the deal
    completion date, will be offset against the final payment/s.

    U-Plex will accept responsibility for the discharge of an accumulated
    debt of HED due to a major supplier, Hughes Electrical Limited
    ("Hughes"). This debt amounts to approximately GBP700,000 (approx
    A$1.87 million) and will be repaid through the allocation, to Hughes,
    of a proportion of the total consideration as received by HED.

    After the sale of HED, the principal focus of U-Plex will be the
    commercialisation of the Plexus insurance fraud detection product,
    FraudScope. As previously reported, several pilot implementations of
    the first FraudScope module, relating to motor theft fraud, are
    underway. The results to date are meeting the expectations of both
    U-Plex and the insurance companies undertaking the pilots.


    As from 15 May 2002 the registered office for Plexus International
    Limited will be located as follows:

    c/o Horwath Perth
    128 Hay Street
    Subiaco WA 6008

    The email address, postal address and facsimile address remains

    D Brown
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