RNS Number:2087O
InTechnology PLC
31 July 2003



31 July 2003





Completion of Allasso Acquisition



On 10 April 2003 InTechnology plc ("InTechnology") announced that it had reached
agreement with Articon-Integralis AG ("Articon-Integralis") to acquire the
Allasso business for an initial consideration of Euro25.0 million (#17.6m)1, with
potential deferred consideration of up to Euro3.8 million (#2.7m). Allasso is
Europe's leading specialist distributor of IT security products, with over 220
staff and operations in six countries.  In the year ended 31 December 2002
Allasso reported revenues of Euro152.0m (#107.0m)2 and EBITDA of Euro10.5m (#7.4m).



The agreement with Articon-Integralis was subject to a number of conditions
being satisfied, including the approval of Articon-Integralis' shareholders,
which was obtained on 23 June 2003. The Board of InTechnology is pleased to
announce that all remaining conditions required have now been satisfied and the
transaction has now been completed.



The initial consideration for the acquisition was paid in cash and was financed
through a combination of InTechnology's internal cash resources and loans
renewed with its existing lender, IBM United Kingdom Financial Services Limited
("IBM").



In order to underpin InTechnology's cash resources for investment in Allasso and
the continued growth of InTechnology's Managed Data Services Division, the
Company has issued a fixed rate secured loan note in an amount of #15,000,000
(the "Loan Note") to InTechnology's Executive Chairman, Peter Wilkinson, who
holds 56.8% of InTechnology's issued share capital.  The terms of the Loan Note
require that a fee in the amount of 2% of total principle amount of the loan
note is paid to Peter Wilkinson.  The loan will be repaid quarterly over a three
year period commencing 15 months from today's date with a fixed interest rate of
8 per cent. per annum.  As security for the Loan Note Peter Wilkinson will take
fixed and floating charges over all of InTechnology's freehold property and
certain of its assets. However, in all cases Peter Wilkinson's security will
rank behind that of IBM for as long as IBM is InTechnology's main provider of
debt finance.



As Peter Wilkinson is both a director and a substantial shareholder of
InTechnology, the loan is classified as a related party transaction under the
rules of the Alternative Investment Market  and Peter Wilkinson has therefore
been excluded from the Board's decision to approve the loan. The directors of
InTechnology (excluding Peter Wilkinson) having consulted with its nominated
adviser, Dresdner Kleinwort Wasserstein, consider that the terms of the loan are
fair and reasonable insofar as the shareholders of InTechnology are concerned.
In giving advice to the directors Dresdner Kleinwort Wasserstein has taken into
account the directors' commercial assessments.



Charles Cameron, CEO, said today:  "Allasso is a highly complementary
acquisition for InTechnology.  It provides us with a firm foundation from which
to expand all aspects of our business across Europe and become the partner of
choice for suppliers and resellers requiring specialist distribution."



Enquiries:


Charles Cameron, CEO, InTechnology plc                                     020 7786 3434

Charlie Batten, Dresdner Kleinwort Wasserstein                             020 7623 8000
Philip Shapiro, Dresdner Kleinwort Wasserstein                             020 7623 8000

James Melville-Ross, Financial Dynamics                                    020 7831 3113
Juliet Clarke, Financial Dynamics                                          020 7831 3113



1 The exchange rate of #1 to Euro1.42 is assumed throughout this release

2 Includes sales to other Articon-Integralis companies, who will remain a
  significant customer of Allasso post-completion




                      This information is provided by RNS
            The company news service from the London Stock Exchange
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