Northamber plc (AIM:NAR) signed a share purchase agreement to acquire Tempura Communications Ltd and Tempura Technology Ltd for approximately £6 million from Matthew Light on April 29, 2024. consideration comprises of: £3.28 million in cash ("Initial Cash Consideration") paid on completion of the Acquisition, Subject to the passing of the Resolutions and Admission (each as defined below), £0.1 million through the issue of 181,818 Ordinary Shares at an issue price of 55 pence per Consideration Share. The Consideration Shares will be subject to a 36 month lock in period during which the Consideration Shares cannot be sold or transferred other than in respect of typical carve outs. Performance based contingent consideration of up to a maximum of £2.64 million, based on the EBITDA for three financial periods ending 30 June 2025, 2026 and 2027. If it becomes due, the Contingent Consideration will be paid in three instalments with the final payment due to be made following completion of the audit of the enlarged group's accounts for the financial year ended 30 June 2027. Northamber has secured new financing facilities from its bankers Barclaysand the Initial Cash Consideration will be funded from Northamber's existing available cash and the new facilities. Northamber anticipates that the Contingent Consideration will be paid in the same way. The SPA contains certain customary warranties and tax indemnities given by the Seller in relation to Tempura and its business, subject to agreed limitations. Based on unaudited management accounts, for the year ended 30 June 2023, Tempura had revenues of £14.61 million, EBITDA of £0.96 million and profits before tax of £0.81 million; net assets were £3.02 million. Matthew Light has agreed to continue with the business to assist initially with the integration of Tempura into the Northamber group. The issue of the Consideration Shares is conditional upon the approval by the Company's shareholders of the resolutions to be proposed at a general meeting of the Company convened for 24 May 2024. Philip Davies of Singer Capital Markets acted as financial advisor to Northamber.

Northamber plc (AIM:NAR) completed the acquisition of Tempura Communications Ltd and Tempura Technology Ltd from Matthew Light on April 29, 2024. Richard Pull of RWK Goodman acted as legal advisor to Northamber plc (AIM:NAR).