Sword Group — M&A Activity 2013

Jul 11, 2013

SWORD
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Public Offer under takeover code made for Active Risk plc.

Luxembourg, July 11th, 2013

Sword Group has made a takeover offer under the UK takeover code for Active Risk Group plc. which is quoted on the AIM stock market. Sword will bid 35.2 pence per Active Risk share, valuing the company at £11.75M.

This process, if successful, will lead to the eventual acquisition of 100% of the share capital of Active Risk provided we achieve approval of 75% of the Active Risk shareholders under the scheme of arrangement.

Active Risk Group was founded in 1987 and is a considered market leader in the domain of Governance, Risk and Compliance by market commentators.

The company is located in Maidenhead (West London), Washington DC and Melbourne.

In the prior financial year the revenue was £8.2m with loss before tax of £0.5m.

As a result of the overlap between Active Risk and Sword's already existing GRC capabilities, Sword believes cost synergies can be achieved, with the existing directors of Active Risk agreeing to resign on the scheme becoming effective and Active Risk delisting from AIM.

Although the revenue recognition policy is based on perpetual licences, it still generates 65% recurring revenue and is as such the type of business model that fits in with Sword's general criteria.

This acquisition is exceptionally complementary to Sword's current value proposition in this domain which is mainly Compliance based whereas Active Risk Group specialises in the Risk management element of this vertical.

Sword Group - Active Risk
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Sword Acquires Software Company
Sword continues Internationalisation Strategy

Investor Relations
e investorrelations@sword-group.lu

Sword Group
1,112 staff after acquisition
Euronext Paris - Compartment C
ISIN Code: FR0004180578
ICB: 9530 Software & Computer Services
Indices CAC® Small
CAC® Mid & Small
CAC® All-Tradable
CAC® All-Share

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The press release will be published on the web sites here after: Thomson Reuters and Sword Group. It was also sent to the "Commission de Surveillance du Secteur Financier (CSSF)" and saved on the Luxembourg Stock Exchange's web site.