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Provenco restructures, rebrands Australasian group

24 June 2005 For immediate release

Provenco restructures and rebrands Australasian distribution group as Vantex Technology Distribution

Business technology company Provenco Group Limited (NZSX: PVO) today unveiled its rebranded business group, Vantex Technology Distribution, on the back of several acquisitions earlier in the year.

Following the successful completion of the acquisitions of Sydney-based Javelin Systems (Asia Pacific) Pty Limited, Melbourne-based Vantex Pty Limited and Christchurch-based Vantex Wholesale Distributors (NZ) Limited, Provenco has successfully integrated the newly acquired businesses across Australia and New Zealand with the business of Transtech Distributors Limited based in Auckland.

CEO of Provenco Group, David Ritchie, says the new group will be rebranded Vantex Technology Distribution, taking effect late July 2005.

"The acquisitions and subsequent restructure involves the bringing together of all businesses to operate as the largest mobile and wireless, and retail technology distribution group in Australasia," says Mr Ritchie.

"Now, the rebranding to Vantex Technology Distribution is the next step in our strategy of reinforcing our distribution capabilities under a name that offers a consistent brand across Australasia."

Mr Ritchie says the benefits of the enlarged distribution business are considerable and over time, will bring additional efficiencies to the business, as well as a more effective marketing and sales platform.

"The business requirement is to offer all resellers a full and competitive range of quality products at the best price. The group will operate as a single business entity across Australasia and will offer seamless service and delivery to all clients from bases in Melbourne, Sydney, Auckland and Christchurch.

"Meanwhile, the size and scale of the enhanced group will provide buying power for the benefit of all customers," he says.

As a consequence of the restructuring, the vendors of Transtech and Javelin have agreed that the previously contracted future performance based payments to them will now be based on the performance of the enlarged group rather than the performance of each of the companies acquired, with no change to the maximum amounts payable.



Key changes to the terms of acquisition of Transtech and Javelin:

- Provenco Group sought and received agreement from the vendors of Transtech Distributors Limited and Javelin Systems (Asia Pacific) Pty Limited to change the basis of calculation of the future payments relating to the sale of the shares in those businesses, without changing the maximum amounts payable to the vendors and their associated persons.

- The settlement positions will now be based on the performance of the enlarged group rather than the performance of each of the relevant companies acquired. This change has significant upside for the group, by ensuring that business decisions will be for the benefit and success of the enlarged distribution group.

- Future payments for the Transtech Distributors Limited acquisition remain payable following the financial years ending 30 June 2005, 2006 and 2007, based on the performance of the enlarged group. Key management for Transtech Distributors Limited have also agreed to extend their employment, on a performance based basis, at least until completion of the financial year ended 30 June 2008. The maximum amount of future payments to the Transtech vendors and their associated persons remain unchanged at approximately $4.5 million (including payments already made for the financial year ended 30 June 2004).

- Future payments for the Javelin Systems (Asia Pacific) Pty Limited acquisition are now payable following the financial years ending 30 June 2006, 2007, and 2008, based on the performance of the enlarged group. The maximum amount of future payments to the Javelin vendors and their associated persons remains unchanged at approximately $A4 million.

- The settlement terms relating to the acquisition of Vantex Pty Limited and Vantex Wholesale Distributors (NZ) Limited have not changed, with future payments of approximately A$5.2 million in aggregate to be made in various installments until 31 December 2006.

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