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VERBREC LIMITED M&A Activity 2013

May 6, 2013

65992_rns_2013-05-06_514ad18c-97c6-4321-947c-02bbfc948192.pdf

M&A Activity

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ASX Announcement 7 May 2013

LogiCamms to acquire oil and gas engineering specialist, ITL

  • Acquisition in line with strategy and part of continued expansion into hydrocarbon sectors.

  • Initial purchase price of NZD 16.25 million (AUD 13.3 million) with additional performance payments of up to NZD 5.0 million.

  • ITL significantly enhances LogiCamms’ hydrocarbons capabilities.

  • The acquisition is accretive to LogiCamms’ financial year 2013 earnings on a Pro forma basis.

LogiCamms Limited (ASX: LCM) today announced the signing of an agreement to acquire Independent Technology Holdings Limited (ITL), a leading New Zealand based specialist in oil and gas engineering services and project delivery with an international track record.

The consideration payable under the agreement includes an initial purchase price of NZD 16.25 million (AUD 13.3 million) with NZD 11.25 million paid in cash and NZD 5.0 million in LogiCamms shares. An additional deferred amount of up to NZD 5.0 million is also payable subject to the achievement of certain financial performance targets over a two year period.

Highlights

  • ITL’s services will support LogiCamms’ continued expansion into the hydrocarbons market, particularly within high growth gas sectors.

  • ITL and LogiCamms have an existing strategic partnership, having worked successfully together for Australian gas customers, and share a complementary focus on sustaining capital projects for brownfield operations.

  • ITL significantly enhances LogiCamms’ specialist technical capabilities in upstream and midstream hydrocarbons processing.

  • The combination of LogiCamms’ and ITL’s expertise unlocks opportunities to provide higher value services, particularly services to enhance the performance of operating assets, to the customer bases of both businesses.

  • The acquisition will be funded from existing cash reserves and the issue of LogiCamms shares, and is accretive to LogiCamms’ financial year 2013 earnings on a Pro forma basis.

ITL is expected to achieve revenue of NZD 28.2 million and earnings before interest, tax, depreciation and amortisation (EBITDA) of NZD 4.5 million for the financial year ended 31 March 2013. With an anticipated completion date of May 2013, the earnings contribution to LogiCamms’ financial year 2013 is not expected to be significant.

ITL is a leader in the New Zealand hydrocarbons sector with a proven track record of success, offering a range of engineering design and project delivery services since 1988. The company has around 145 people based in offices in New Plymouth and Brisbane, and continues to expand its workforce in response to increased market demand.

LogiCamms’ Managing Director, Steve Banning said, “ITL offers a unique strategic and cultural fit with LogiCamms and will accelerate our expansion in the hydrocarbons sector.

“Working with ITL on projects for Australian customers has shown that both companies have complementary capabilities and share the same values, strategic direction and ways of doing business.”

ITL Director, Kim Gilkison said, “LogiCamms exposes us to a much wider range of opportunities to offer our specialist engineering design and build capabilities to customers in international markets.

Engineering | Project Delivery | Asset Management

LogiCamms Limited ASX:LCM ACN 127 897 689 www.logicamms.com.au

Share Registry Computershare Investor Services Tel. +61 3 9415 4000 www.investorcentre.com

“LogiCamms’ existing customer relationships, geographic footprint and a complementary culture provide expanded and more diverse career opportunities for our people.

“We are excited to be joining LogiCamms and we look forward to contributing to the future prosperity of our combined organisation.”

Strategic rationale

The acquisition of ITL represents an important step in the continued growth and success of LogiCamms’ hydrocarbons strategy. This includes strengthening long term relationships and contracts with tier one customers; selective and controlled international expansion; broadening the company’s specialist capabilities; and further penetration into growth markets. Strategic enablers include:

  • ITL’s demonstrated track record in onshore and offshore oil and gas projects and has existing long term service contracts in place with major operators in New Zealand;

  • ITL’s competitive cost structure, specialist engineering and project delivery services, and experience in brownfield operations will build on LogiCamms’ continuing penetration into the Australian hydrocarbons market.

Colin Fromont, ITL’s General Manager, will become LogiCamms’ New Zealand Operations Director and will be accountable for the performance of the New Zealand operation, reporting to LogiCamms’ Managing Director Steve Banning. The ITL Directors and leadership team have committed to the future success of the combined business and will remain in key operational roles. ITL will take a leading role in the continuing development of LogiCamms’ hydrocarbons business, with one of the founding Directors overseeing the combined hydrocarbons portfolio.

ITL’s New Plymouth office will become LogiCamms’ New Zealand base and continue to operate under the ITL brand in that market, maintaining its strong brand presence and client base.

Teleconference

LogiCamms will be hosting a teleconference for shareholders and interested parties at 1:00pm AEST today. To join this call please visit our website for details www.logicamms.com.au

  • Ends -

Further information Mr Matthew Adamo Chief Financial Officer LogiCamms Tel. +61 7 3058 7205

Media enquiries Shareholder enquiries Mr Alasdair Jeffrey Mr Paul Bowker Rowland Company Secretary Tel. +61 7 3229 4499 LogiCamms Tel. +61 7 3058 7205

About LogiCamms

LogiCamms operates in mining and minerals, hydrocarbons, infrastructure and specialist industries. The company provides multidiscipline engineering, project delivery and asset management services to enhance the long-term value of new and existing operational assets. LogiCamms has offices across Australia with its registered office in Brisbane, Queensland. The company’s Vision is to be a market leader delivering outstanding customer solutions.

www.logicamms.com.au

About ITL

ITL provides a range of engineering design and build solutions primarily to the oil and gas industry. The company has offices in New Plymouth, New Zealand, and Brisbane, Queensland, and has delivered client projects in New Zealand and internationally since 1988. Core services include project management, engineering, procurement, site and construction management, commissioning support and specialist engineering design and consulting services.

www.itlengineering.com

Engineering | Project Delivery | Asset Management

LogiCamms Limited ASX:LCM ACN 127 897 689 www.logicamms.com.au

Share Registry Computershare Investor Services Tel. +61 3 9415 4000 www.investorcentre.com