VERBREC LIMITED — M&A Activity 2008

Feb 26, 2008

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27 February, 2008

LogiCamms Announces Merger

Reinforces market leadership position by merging with leading Queensland based electrical engineering, control systems and training group

LogiCamms Limited (ASX: LCM , “LogiCamms”) is pleased to announce it has reached agreement to merge with two Queensland-based companies operating in the electrical engineering and control systems industry, Paterson Flood Engineers Pty Ltd (PFE) and Competency Training Pty Ltd (CT), through the acquisition of 100% of the issued shares of both companies.

PFE and CT combined have forecast 2008 revenues of approximately $13.5 million and an NPAT of $1.7 million. It is anticipated the acquisition will be earnings per share accretive.

The effective acquisition date is 29 February 2008. The purchase consideration for the two companies will be in the range of $11.9 million to $12.1 million and will be settled 30% in cash, with the remaining 70% through the issue of LogiCamms Ltd shares.

The final settlement price will be determined in part by the net tangible asset position of the companies as of 29 February 2008. The issue price of the shares is to be $1.10, representing a 10% discount (approx) to the volume weighted average price over the past 20 trading days.

The two entities when merged with LogiCamms will substantially improve LogiCamms’ capacity and capability to service the resources sector.

The acquisitions represent an outstanding opportunity for the Company to increase its presence in the expanding Queensland resources market. Paterson Flood Engineers and Competency Training both have excellent reputations in the electrical engineering, control systems and technical training industries. Merging the businesses will significantly increase our presence in the expanding Queensland market and gain further exposure to the resources industry.

Investment highlights

PFE is a leading process control systems company servicing the resources, utilities and manufacturing sectors.

In addition to PFE’s significant Queensland operations the company has a strong record of successfully executing projects in Asia as well as the Americas and Europe.

LogiCamms’ Queensland team will be significantly strengthened by the depth of experience and capability provided by PFE’s 65 staff located in Queensland and LogiCamms believes this merger now positions the company as Australia’s leading specialist electrical engineering and control systems company.

CT is a technical training firm, providing specialised training in hazardous areas and high voltage systems for the resources and oil & gas sectors. Established for just over 2 years, CT has established an enviable blue chip client base in this short time. LogiCamms’ national infrastructure will provide an excellent foundation on which to grow CT into a national accredited training organisation providing industry leading technical training courses.

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This acquisition is considered strategic, placing LogiCamms in a position of technical leadership with a niche offering into its target markets, namely resources, energy and utilities. This business has the potential to grow quickly with a truly national focus.

Company overviews

PFE is an established specialist electrical engineering and control systems firm delivering project services primarily in Queensland and also has significant project experience throughout Australia and overseas. CT was a business formed by PFE shareholders to meet a market demand for specialised technical training in the field of hazardous areas and high voltage engineering.

The two businesses have combined staff of 65 providing specialist project engineering and technical training services respectively.

The acquisition consolidates LogiCamms’ presence in the expanding Queensland market, whilst providing niche technical offerings which can be leveraged by the LogiCamms group on a national basis. Further, LogiCamms will work to leverage PFE’s considerable international project experience to secure off-shore project opportunities.

The majority of the owners and all executive directors of the businesses will be retained on employment contracts for a minimum period of 3 years with non-compete provisions. In addition, Mr Chris Kerrison (PFE’s Managing Director) and Mr Terry O’Brien (PFE’s manager – Mackay Office) will join the LogiCamms group executive. Mr Kerrison will be appointed as LogiCamms’ General Manager – Queensland. Both have considerable experience and expertise and the group executive looks forward to their contributions.

Mr Kerrison said there exists a great cultural fit between the organisations and we look forward to working together to leverage our synergies and to further reinforce our position of leadership in the Australian market place, whilst continuing to pursue niche international opportunities.

Concurrent with the merger Dr Chris Greig, a long term advisor to PFE and CT’s boards, will be joining the LogiCamms board. Dr Greig has a PhD in Chemical Engineering and has considerable national and international experience in engineering businesses at both executive and non-executive levels. Chris is currently a director of several private companies and the Chairman of Western Metals Ltd. The board welcomes Chris and is confident he will add significant value to the good governance and ongoing development of LogiCamms as it pursues its growth strategies.

Funding

LogiCamms has an approved offer of funding facilities from the NAB to complete the transaction, however the board will further consider the preferred funding source for the transaction prior to settlement which is expected to occur in mid April 2008.

The LogiCamms Ltd shares will be issued subject to shareholder approval of the transaction.

Conditions

The acquisition is is subject to approval by LogiCamms Ltd shareholders at a general meeting to be called for early April 2008.

About LogiCamms Limited

LogiCamms is an industry leading national electrical engineering and control systems company servicing the Resources, Energy & Utilities and other manufacturing and processing sectors.

LogiCamms currently provides extensive electrical engineering services along with specialised design, implementation and support of control systems. This work is highly specialised and involves the understanding and integration of multiple system components to deliver a fit for purpose control solution which reliably and efficiently delivers on clients operational needs.

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LogiCamms works both directly with its customers and with various engineering consultants, constructors and original equipment manufacturers.

LogiCamms Limited now has 7 offices throughout Australia, located in Perth, Brisbane, Adelaide, Darwin, Gladstone, MacKay and Whyalla.

For further information: Adam Keats Managing Director LogiCamms Limited Ph: 0418818073

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