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VINYL GROUP LTD Capital/Financing Update 2011

Feb 27, 2011

66014_rns_2011-02-27_ffe62069-3991-4bde-9653-c15ef69b2ac0.pdf

Capital/Financing Update

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For immediate release

ASX CODE: MBO

Date: 28 February 2011

Mobilarm to acquire leading marine safety business Marine Rescue Technologies (MRT)

  • MRT owns Europe’s leading man overboard safety brand Sea Marshall

  • Acquisition creates world’s largest man overboard safety company

  • Sea Marshall regarded as world’s leading marine personal locator beacon brand

  • Transaction gives MBO European footprint to expand operations

  • MRT delivered revenue of GBP£1.1 million in FY2010

  • Purchase to be funded through a placement and Entitlements Issue

Perth, Western Australia: Global marine safety technology company Mobilarm Limited (ASX:MBO) wishes to advise that it has entered into a sale and purchase agreement to acquire the assets of UK-based Marine Rescue Technologies Limited (“MRT”), the company that has developed and marketed the leading marine personal locator beacon (PLB) brand, Sea Marshall.

The acquisition, which is subject to final due diligence, will create the world’s largest man overboard safety and technology company with a strong presence in the defence, oil & gas, and commercial marine sectors worldwide.

Sea Marshall is a highly regarded and recognised brand that was founded by David Marshall, who pioneered and commercialised PLBs for civilian use. Mr. Marshall has been instrumental in marine technology safety since 1974, having developed life-saving devices for the commercial fishing sector, offshore workers in oil & gas and wind farming, as well as for divers and workboat crews.

MBO will pay a cash consideration of approximately GBP£1.3m plus issue new ordinary shares in MBO to the vendors of MRT.

At the time the formal agreement is completed, in addition to the payment of the cash consideration, a maximum number of shares to be issued to acquire MRT will be calculated.

The maximum number of shares will equate to 1.5 times the average EBITDA of MRT for the 20082011 (inclusive) financial years, divided by the average weighted share price of Mobilarm 5 trading days prior to completion of the transaction.

Having established the maximum number of shares that can be issued, the actual number issued will depend upon the 2012 and 2013 gross revenue of MRT.

  • 75% of the maximum number of shares will be issued if 2012 gross revenue exceeds GBP£1.6 million, and

  • 25% of the maximum number of shares will be issued if 2013 gross revenue exceeds GBP£2.0 million.

If gross revenue is less that these minimum limits, the number of shares issued will be adjusted downward accordingly.

MRT’s founders and management will stay with the business and continue to be involved in its growth and development. Completion of the transaction, subject to satisfactory due diligence, will require shareholder approval for the issue of shares to the vendors.

MBO’s Chief Executive Officer Lindsay Lyon said: “This is a company transforming transaction for Mobilarm. Not only do we acquire one of the world’s leading marine safety brands and product portfolios, we are delighted that David Marshall and his team will play an active role in the growth and development of the combined company.

“This transaction also gives Mobilarm a solid foundation to expand its presence in the European marine safety market and will help us achieve much greater visibility in key growth sectors such as defence, oil & gas, and commercial marine.

“With a much wider product portfolio across two well regarded brands, we expect Mobilarm will achieve solid revenue growth once the transaction is completed. Additionally, with the added status of being the world’s largest and most innovative marine technology device company, the increased scale will help us fast-track growth.”

To fund this transaction, MBO is pleased to announce that it has placed up to 20,000,000 new fully paid ordinary shares at 5 cents each to raise up to $1.0 million. The shares will be issued under the Company’s 15% placement capacity, and will be placed to sophisticated investors. No shares will be placed to Directors or their associates.

MBO is also giving existing shareholders the ability to participate in the transaction through an entitlements issue to raise approximately $3.5 million at 5 cents per share. Further details of the entitlements issue will be provided shortly.

“We are grateful for the support of our shareholders to date, and we are pleased to offer them the opportunity to participate in this transaction,” Mr. Lyon added. “This new capital gives Mobilarm the necessary flexibility to complete this valuable acquisition and fund our immediate growth objectives.

“We are currently pursuing a number of exciting organic growth opportunities which we expect to announce shortly.”

-Ends-

Further details:
Lindsay Lyon
Chief Executive Officer
Email [email protected]
Tel. +61 (0)409 531 738
www.mobilarm.com
Lorraine Hammacott
Communications Manager
Email [email protected]
Tel. +61 (0)8 9315 3511
www.mobilarm.com

MOBILARM PRESS RELEASE

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About Mobilarm Ltd:

Headquartered in Perth, Western Australia, Mobilarm (ASX: MBO) is one of the world’s leading brands in the rapidly growing man overboard product category. The Company’s marine safety equipment solutions remove risk from the workplace in the offshore oil and gas, defence and commercial marine industries, where regulatory compliance, Occupational Health & Safety and Director’s Liability are the major drivers for improved employee safety and Duty of Care.

Mobilarm owns patent pending technology that protects and saves lives in the marine workplace and enables every maritime vessel to become a marine Search and Rescue asset.

The Company’s Australian-designed emergency locator beacons and crew monitoring alarm systems for use aboard vessels and other marine facilities generate automatic and immediate alerts in emergencies involving personnel, integrate with GPS and onboard navigation systems and provide in-water tracking of man overboard casualties in the water.

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Mobilarm has received enviable recognition for its products and design, winning two Seatrade awards for Safety, two Australian Design Awards and the Western Australia Worksafe Award.

Interviews with the CEO and further company information are available from the Mobilarm website: www.mobilarm.com/page/media_centre.html.

MOBILARM PRESS RELEASE

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